0001193125-14-279094 Sample Contracts

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 24th, 2014 • Nuveen NASDAQ 100 Dynamic Overwrite Fund • Illinois

AGREEMENT made as of this day of , 2014, by and between NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

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FORM OF AMENDMENT
Agency and Service Agreement • July 24th, 2014 • Nuveen NASDAQ 100 Dynamic Overwrite Fund

This Amendment is made as of this day of , 2014, 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 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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
Service Agreement • July 24th, 2014 • Nuveen NASDAQ 100 Dynamic Overwrite 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”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 24th, 2014 • Nuveen NASDAQ 100 Dynamic Overwrite Fund • Illinois

AGREEMENT made as of this day of , 2014, by and between Nuveen Fund Advisors, LLC a Delaware limited liability company and a federally registered investment adviser (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (the “Sub-Adviser”).

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