MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” 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
Nuveen Build America Bond Fund (a Massachusetts business trust) [—] Common Shares of Beneficial Interest (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
Nuveen Build America Bond Fund, a Massachusetts business trust (the “Fund”) and its investment adviser, Nuveen Asset Management, a Delaware corporation (the “Investment Adviser” or “Nuveen”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Nuveen Investments, LLC and [Additional Underwriters] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Nuveen Investments, LLC and [Additional Underwriters] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of common shares of beneficial interest, par value $0.01 per share, of the Fund (“Common Shares”) set forth in said Schedule A, and with respect to the grant
Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENTDealer Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring • April 26th, 2010 • Nuveen Build America Bond Fund • New York
This agreement is between Nuveen Asset Management (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Nuveen Build America Bond Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of April , 2010, between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and Nuveen Asset Management (“Nuveen”).
STRUCTURING FEE AGREEMENT April , 2010Structuring Fee Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of April , 2010, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Asset Management (“Nuveen”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
Reference is made to the Underwriting Agreement dated April , 2010 (the “Underwriting Agreement”), by and among Nuveen Build America Bond Fund (the “Fund”), Nuveen Asset Management (the “Investment Adviser”) and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 26th, 2010 • Nuveen Build America Bond Fund • New York
Reference is made to the Underwriting Agreement dated April , 2010 (the “Underwriting Agreement”), by and among Nuveen Build America Bond Fund (the “Fund”), Nuveen Asset Management (the “Investment Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s shares of common stock (the “Common Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
