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 • September 25th, 2017 • Nuveen Emerging Markets Debt 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
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • September 25th, 2017 • Nuveen Emerging Markets Debt 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).
FEE AGREEMENTFee Agreement • September 25th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated September [ ], 2017 (the “Underwriting Agreement”), by and among Nuveen Emerging Markets Debt 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Teachers Advisors, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.01 par value per share (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.
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • September 25th, 2017 • Nuveen Emerging Markets Debt 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 Emerging Markets Debt 2022 Target Term Fund (the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD))Investment Sub-Advisory Agreement • September 25th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund • Illinois
THIS AGREEMENT is made as of the 15th day of September 2017, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Teachers Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).
FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • September 25th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund
This First Amendment (“Amendment”) is entered into and effective as of this the 7th day of September, 2017, and hereby amends that certain Transfer Agency and Service Agreement by and among each Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., (“Trust Company”, and together with Computershare, “Transfer Agent”) dated June 15, 2017 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
