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 • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, 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
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 CompanyAgency and Service Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal 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”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal 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).
NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective January 1, 2009)Nuveen Intermediate Duration Municipal Term Fund • November 21st, 2012 • Illinois
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • Illinois
AGREEMENT made this 7th day of November, 2012, by and between NUVEEN INTERMEDIATE DURATION MUNICIPAL TERM FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, INC. a Delaware corporation (the “Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Intermediate Duration Municipal Term Fund (the “Fund”).
] Shares NUVEEN INTERMEDIATE DURATION MUNICIPAL TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • New York
Nuveen Intermediate Duration Municipal Term Fund (the “Fund”), a business trust organized under the laws of The Commonwealth of Massachusetts, is a newly organized, diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Additional Shares”) if and to the extent
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Intermediate Duration Municipal Term Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [—], 2012, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, Inc. (“Nuveen”).
APPENDIX A TO CUSTODIAN AGREEMENT Dated as of November 6, 2012 NUVEEN CLOSED- END MANAGEMENT INVESTMENT COMPANIESCustodian Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund
Nuveen Massachusetts AMT-Free Municipal Income Fund (f/k/a Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund)
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 CompanyAgency and Service Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal 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.
NUVEEN INTERMEDIATE DURATION MUNICIPAL TERM FUND Subscription AgreementSubscription Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund
This Agreement made this November 6, 2012 by and between Nuveen Intermediate Duration Municipal Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc. (the “Subscriber”);
INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Closed-End Municipal Bond Funds after November 2012)Investment Sub-Advisory Agreement • November 21st, 2012 • Nuveen Intermediate Duration Municipal Term Fund • Illinois
THIS AGREEMENT is made as of the day of , 2012, between Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser”).
