0001193125-16-589046 Sample Contracts

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 12th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated May 10, 2016 (the “Underwriting Agreement”), by and among Nuveen High Income December 2019 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen 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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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • May 12th, 2016 • Nuveen High Income December 2019 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 High Income December 2019 Target Term Fund (the “Fund”).

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24,500,000 Shares NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 12th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated May 10, 2016 (the “Underwriting Agreement”), by and among Nuveen High Income December 2019 Target Term Fund (the “Trust”), Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen 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 • May 12th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated May 10, 2016 (the “Underwriting Agreement”), by and among Nuveen High Income December 2019 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen 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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