0001193125-19-244812 Sample Contracts

FEE AGREEMENT
Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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 FEE AGREEMENT
Structuring Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Manager”), Nuveen Asset Management, LLC and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’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.

] Shares NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Nuveen Municipal Credit Opportunities 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 that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Add

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Municipal Credit Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.

FEE AGREEMENT
Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities Fund (the “Fund”), 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 Fund’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.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This Agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen Municipal Credit Opportunities Fund (the “Fund”).

FEE AGREEMENT
Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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 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.

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