COST REIMBURSEMENT AGREEMENT
This Cost Reimbursement Agreement (this Agreement) dated as of the 9th day of July, 2019 is made by and among each of Nuveen Global Cities REIT, Inc., a Maryland corporation (the Company), Nuveen Securities, LLC, a Delaware limited liability company (the Dealer Manager) (collectively, the Issuer Entities), and American Enterprise Investment Services Inc. (AEIS). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Selected Dealer Agreement (as defined below).
WHEREAS, the Company has registered for public sale, shares of its common stock (the Common Stock), $0.01 par value per share (the Offering), to be issued and sold for a maximum aggregate purchase price of $5,000,000,000;
WHEREAS, the Issuer Entities and Ameriprise Financial Services, Inc. (Ameriprise) have entered into a Selected Dealer Agreement dated July 9, 2019 (the Selected Dealer Agreement) that sets forth the understandings and agreements whereby Ameriprise will offer and sell, on a best efforts basis, for the account of the Company, Class T and Class I shares (collectively, the Shares) of Common Stock registered pursuant to the Registration Statement and Prospectus for the Offering, filed with the Securities and Exchange Commission (the Commission), as the same may be amended or supplemented from time to time (the Offering Documents);
WHEREAS, AEIS is an affiliate of Ameriprise and currently provides clearing and related services solely and exclusively for Ameriprise; and
WHEREAS, the Dealer Manager and AEIS are parties to that certain Alternative Investment Product Networking Services Agreement, dated July 9, 2019 as amended (the AIP Networking Agreement), pursuant to which the broker-controlled accounts of Ameriprises customers that invest in the Company will be custodied and serviced.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer Entities and AEIS agree as follows:
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AEIS will perform, for the benefit of Ameriprise clients related to the sale of Shares, certain services, including but not limited to administration and shareholder servicing support and product due diligence, training and education and other support related functions (the Cost Reimbursement Services). AEIS will not perform any distribution services in connection with the offer and sale of Shares to any potential investor, as such services will be performed solely by Ameriprise and will be governed by the Selected Dealer Agreement.
In consideration of the Cost Reimbursement Services to be provided by AEIS:
(a) The Dealer Manager shall (i) re-allow directly to AEIS a Dealer Manager Fee (defined in Section 3(a)) and (ii) pay or cause to be paid directly to AEIS the Annual Cost Reimbursement Fee (defined in Section 3(a)) (the Annual Cost Reimbursement Fee and the Dealer Manager Fee are collectively the Fee).
(b) The Dealer Manager or its affiliates will pay AEIS a one-time payment of up to $25,000 in the aggregate for the start-up operational costs (Set-up Expenses) associated with offering a new product to Ameriprise clients, including but not limited to, due diligence expenses.