0001193125-18-184606 Sample Contracts

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • June 6th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen S&P 500 Dynamic Overwrite Fund, a Massachusetts business trust (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Fund’s Common Stock.

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NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreements • June 6th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund

This Agreement made this 24th day of July 2017 by and between the funds listed on Schedule A (the “Nuveen Closed-End Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”);

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND AMENDMENT OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 6th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund

This Agreement made this 22nd day of December, 2014 by and between NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”);

NUVEEN S&P 500 DYNAMIC OVERWRITE FUND
Nuveen S&P 500 Dynamic Overwrite Fund • June 6th, 2018

Nuveen S&P 500 Dynamic Overwrite Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-224036 and 811-21809) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

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