1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BANK OF AMERICA CORP /DE/ 56-0906609 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| x | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
550 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
550 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
550 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Banc of America Preferred Funding Corporation 75-2939570 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
550 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
550 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
550 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
Item 1. | Security and Issuer |
This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated March 4, 2013 and filed with the SEC on March 13, 2013 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated October 1, 2015 and filed with the SEC on October 5, 2015 ("Amendment No. 1"), for Bank of America Corporation and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate munifund term preferred shares ("VMTP Shares") of Nuveen Intermediate Duration Quality Municipal Term Fund (the "Issuer"). This Amendment is being filed to correct a typographical error relating to the exhibit numbering in Item 7 contained in Amendment No. 1. |
Item 2. | Identity and Background |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 4. |
Purpose
of Transaction
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) |
(b) |
(c) |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) |
(e) |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 7. |
Material
to Be Filed as Exhibits
|
Item 7 of the Original Schedule 13D is hereby amended by (i) deleting Exhibit 99.4 thereto and inserting Exhibit 99.4 attached hereto in its place, (ii) deleting Exhibits 99.6, 99.7 and 99.8 thereto and (iii) inserting the following additional exhibits:
"Exhibit Description of Exhibit 99.5 Joint Filing Agreement 99.6 Limited Power of Attorney dated April 21, 2014 99.7 VMTP Exchange Agreement dated October 1, 2015" |
BANK OF AMERICA CORPORATION | |||
October 07, 2015 | By: |
/s/
Eugene Rosati | |
Attorney-in-fact | |||
BANC OF AMERICA PREFERRED FUNDING CORPORATION | |||
October 07, 2015 | By: |
/s/
Edward Curland | |
Authorized Signatory | |||
Name
|
Position with Bank of America Corporation
|
Principal Occupation
|
||
Brian T. Moynihan
|
Chairman of the Board, Chief Executive Officer, President and Director
|
Chairman of the Board, Chief Executive Officer and President of Bank of America Corporation
|
||
Dean C. Athanasia
|
President, Preferred and Small Business Banking and Co-Head Consumer Banking
|
President, Preferred and Small Business Banking, Co-Head Consumer Banking of Bank of America Corporation
|
||
Catherine P. Bessant
|
Chief Operations and Technology Officer
|
Chief Operations and Technology Officer of Bank of America Corporation
|
||
David C. Darnell
|
Vice Chairman, Global Wealth & Investment Management
|
Vice Chairman, Global Wealth & Investment Management of Bank of America Corporation
|
||
Paul M. Donofrio
|
Chief Financial Officer
|
Chief Financial Officer of Bank of America Corporation
|
||
Geoffrey Greener
|
Chief Risk Officer
|
Chief Risk Officer of Bank of America Corporation
|
||
Terrence P. Laughlin
|
Vice Chairman
|
Vice Chairman of Bank of America Corporation
|
||
Gary G. Lynch
|
Vice Chairman and Global General Counsel
|
Vice Chairman and Global General Counsel of Bank of America Corporation
|
||
Thomas K. Montag
|
Chief Operating Officer
|
Chief Operating Officer of Bank of America Corporation
|
||
Thong M. Nguyen
|
President, Retail Banking and Co-Head, Consumer Banking
|
President, Retail Banking and Co-Head Consumer Banking of Bank of America Corporation
|
||
Andrea B. Smith
|
Chief Administrative Officer
|
Chief Administrative Officer of Bank of America Corporation
|
||
Sharon L. Allen
|
Director
|
Former Chairman of Deloitte LLP
|
||
Susan S. Bies
|
Director
|
Former Member, Board of Governors of the Federal Reserve System
|
||
Jack O. Bovender, Jr.
|
Lead Independent Director
|
Lead Independent Director, Bank of America Corporation; Former Chairman and Chief Executive Officer of HCA Inc.
|
||
Frank P. Bramble, Sr.
|
Director
|
Former Executive Officer, MBNA Corporation
|
||
Pierre de Weck1
|
Director
|
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
|
||
Arnold W. Donald
|
Director
|
President and Chief Executive Officer, Carnival Corporation & plc
|
||
Charles K. Gifford
|
Director
|
Former Chairman of Bank of America Corporation
|
||
Linda P. Hudson
|
Director
|
Chairman and CEO of The Cardea Group and Former President and Chief Executive Officer of BAE Systems, Inc.
|
||
Monica C. Lozano
|
Director
|
Chair of the Board, US Hispanic Media Inc.
|
||
Thomas J. May
|
Director
|
Chairman, President and Chief Executive Officer of Eversource Energy
|
||
Lionel L. Nowell, III
|
Director
|
Former Senior Vice President and Treasurer, PepsiCo Inc.
|
||
R. David Yost
|
Director
|
Former Chief Executive Officer of AmerisourceBergen Corp.
|
Name
|
Position with Banc of America Preferred Funding Corporation
|
Principal Occupation
|
||
John J. Lawlor
|
Director and President
|
Managing Director, Municipal Markets and Public Sector Banking Executive of Merrill Lynch, Pierce, Fenner & Smith, Incorporated and Bank of America, N.A.
|
||
Margaret Scopelianos
|
Director and Managing Director
|
Managing Director, Public Sector Banking Executive of Bank of America, National Association
|
||
Edward J. Sisk
|
Director and Managing Director
|
Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
|
||
Edward H. Curland
|
Director and Managing Director
|
Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
|
||
David A. Stephens
|
Director and Managing Director
|
Managing Director, Executive for Public Finance and Public Sector Credit Products of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Bank of America, N.A.
|
||
James E. Nacos
|
Managing Director
|
Managing Director, Municipal Markets Senior Trader of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
|
||
Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
|
||
John B. Sprung
|
Director
|
Corporate Director
|
(a)
|
Notice of Underwriting. If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Fund as a part of their request made pursuant to this Section 3, and the Fund shall include that information in the written notice referred to in Section 3.1 of this Agreement. The right of any Holder to Registration pursuant to this Section 3 shall be conditioned upon such Holder's agreement to participate in the underwriting and the inclusion of that Holder's Registrable Securities in the underwriting to the extent provided herein.
|
(b)
|
Selection of Underwriter in Demand Registration. The Fund shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form for an underwritten offering made solely by selling shareholders with the underwriter or, if more than one, the lead underwriter acting as the representative of the underwriters (the "Underwriters' Representative") selected for the underwriting by the Initiating Holder and with the consent of the Fund, not to be unreasonably withheld.
|
(c)
|
Marketing Limitation in Demand Registration. Notwithstanding any other provision of this Section 3, in the event the Underwriters' Representative advises the Fund in writing that market factors (including, without limitation, the aggregate number of VMTP Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holders); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and Nuveen Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of the Registrable Securities included in any such underwriting shall not be reduced to less than 90% of the numbers of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.
|
(d)
|
Right of Withdrawal in Demand Registration. If any Holder of Registrable Securities (other than the Initiating Holder(s)) disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Fund and the Underwriters' Representative proposing to distribute their securities through the underwriting, delivered at least 20 days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.
|
(a)
|
(i) prepare and file a Registration Statement with the Commission which (x) shall be on Form N-2, if available, (y) shall be available for the sale or exchange of the Registrable Securities in accordance with the intended method or methods of distribution by the selling Holders thereof, and (z) shall comply as to form with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith and all other information reasonably requested by the Underwriters' Representative to be included therein relating to the underwriters and plan of distribution for the Registrable Securities, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for up to 90 days or, if earlier, until the Holder or Holders have completed the distribution thereto or withdrawn from such plan of distribution, (iii) cause each Registration Statement, as of the effective date of such Registration Statement, (x) to comply in all material respects with any requirements of the Securities Act and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) cause each Prospectus, as of the date thereof, (x) to comply in all material respects with any requirements of the Securities Act and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
|
(b)
|
subject to Section 6(a), prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period; cause each such Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to applicable rules under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof, as set forth in such registration statement;
|
(c)
|
furnish to each Holder for which the Registrable Securities are being registered and to each underwriter of an underwritten offering of the Registrable Securities, if any, without charge, as many copies of each Prospectus, including, without limitation, each preliminary Prospectus, and any amendments or supplements thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Fund hereby consents to the use of the Prospectus, including, without limitation, each preliminary Prospectus, by each Holder for which the Registrable Securities are being registered and each underwriter of an underwritten Public Offering of the Registrable Securities, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary Prospectus, as applicable;
|
(d)
|
(i) use its commercially reasonable best efforts to register or qualify the Registrable Securities, no later than the time the applicable Registration Statement is declared effective by the Commission, under all applicable state securities or Blue Sky laws of such United States jurisdictions as the Underwriters' Representative, if any, or any Holder having Registrable Securities covered by a Registration Statement, shall reasonably request; (ii) use its commercially reasonable best efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each underwriter, if any, and any such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities the registration of which such Holder is requesting; provided, however, that the Fund shall not be obligated to qualify to do business or to a file a general consent to service of process in any such state or jurisdiction, unless the Fund is already subject to service in such jurisdiction and except as may be required by the Securities Act;
|
(e)
|
notify each Holder for which the Registrable Securities are being registered promptly, and, if requested by such Holder, confirm such advice in writing, (i) when such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of such Registration Statement and the closing of any sale of Registrable Securities covered thereby pursuant to any agreement to which the Fund is a party relating to such sale, the representations and warranties of the Fund contained in such agreement cease to be true and correct in all material respects or if the Fund receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
|
(f)
|
furnish a designated single counsel for each of the underwriters, if any, and for the Holders for which the Registrable Securities are being registered, copies of any request by the Commission or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information;
|
(g)
|
use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time;
|
(h)
|
upon request, furnish to the Underwriters' Representative of an underwritten Public Offering of the Registrable Securities, if any, without charge, at least one signed copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and furnish to each Holder for which the Registrable Securities are being registered, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
|
(i)
|
upon the occurrence of any event contemplated by paragraph (e)(iv) of this Section, use commercially reasonable best efforts to prepare a supplement or post-effective amendment to such Registration Statement or the related Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
|
(j)
|
enter into customary agreements (including, in the case of an underwritten Public Offering, underwriting agreements in customary form for sales only by selling shareholders, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions that are commercially reasonable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the plan of distribution set forth in the Registration Statement and the Prospectus, and in connection therewith:
|
(i)
|
in the case of any underwritten Public Offering, make such representations and warranties to (x) the underwriters and (y) insofar as they relate to the nature and the validity of the offering, the selling Holders of such Registrable Securities, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
|
(ii)
|
in the case of any underwritten Public Offering, obtain opinions of counsel to the Fund and updates thereof addressed to (x) the underwriters and (y) insofar as they relate to the nature and the validity of the offering, each selling Holder, covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by underwriters and such Holders (and which opinions (in form, scope and substance) shall be reasonably satisfactory to the Underwriters' Representative, if any, and, where relevant, the Majority Holders of the Registrable Securities being sold);
|
(iii)
|
in the case of any underwritten Public Offering, obtain "comfort" letters or "agreed-upon procedures" letters and updates thereof from the Fund's independent certified public accountants addressed to the selling Holders of the Registrable Securities, if permissible, and underwriters which letters shall be customary in form and shall cover matters of the type customarily covered in such letters to underwriters and such Holders in connection with firm commitment underwritten offerings;
|
(iv)
|
to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the selling Holders providing for, among other things, the appointment of such representative as agent for the selling Holders for the purpose of soliciting purchases of the Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants relating to the nature and validity of the offering; and
|
(v)
|
deliver such customary documents and certificates as may be reasonably requested by a designated representative of the Majority Holders of the Registrable Securities being sold (the "Designated Representative") or by the Underwriters' Representative, if any;
|
(k)
|
make available for inspection by the Designated Representative and by any underwriters participating in any disposition pursuant to such Registration Statement and a single counsel or accountant retained by such Holders or by counsel to such underwriters, all relevant financial and other records, pertinent corporate documents and properties of the Fund and cause the respective officers, trustees and employees of the Fund to supply all information reasonably requested by such Designated Representative, underwriter, counsel or accountant in connection with such Registration Statement;
|
(l)
|
within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the selling Holders of the Registrable Securities and to counsel to such Holders and to the underwriter or underwriters of a underwritten Public Offering of the Registrable Securities, if any; fairly consider such reasonable changes in any such document prior to or after the filing thereof as the counsel to the Holders or the underwriter or the underwriters may request and not file any such document in a form to which the Majority Holders of the Registrable Securities being registered or any Underwriters' Representative shall reasonably object unless required by law; and make such of the representatives of the Fund as shall be reasonably requested by the Designated Representative or the Underwriters' Representative available for discussion of such document;
|
(m)
|
otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of the Securities Act and the rules thereunder;
|
(n)
|
cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering; and
|
(o)
|
use its commercially reasonable best efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by participating in domestic road show presentations, holding meetings with potential investors and taking such other actions as shall be reasonably requested by the Designated Representative or the lead managing underwriter of an underwritten offering.
|
(a)
|
The obligations of the Fund and the Shareholder and its Permitted Transferees hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, the VMTP Shares). The rights of the Shareholder hereunder are separate from and in addition to any rights that any Holder of any VMTP Share may have under the terms of such VMTP Share or otherwise.
|
(b)
|
No failure or delay by the Fund or the Shareholder in exercising any right, power or privilege hereunder or under the VMTP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No failure or delay by the Fund or the Shareholder in exercising any right, power or privilege under or in respect of the VMTP Shares shall affect the rights, powers or privileges of the Fund or the Shareholder hereunder or shall operate as a limitation or waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
|
THE FUND:
Nuveen Intermediate Duration Quality Municipal Term Fund
By: /s/ Kevin J. McCarthy
Name: Kevin J. McCarthy
Title: Secretary and Vice President
|
THE SHAREHOLDER:
Banc of America Preferred Funding Corporation
By: /s/ James Nacos
Name: James Nacos
Title: Authorized Signatory
|
SECTION
|
PAGE
|
ARTICLE I DEFINITIONS
|
1
|
|
1.1
|
Incorporation of Certain Definitions by Reference
|
7
|
ARTICLE II EXCHANGE; CANCELLATION OF OLD VMTP SHARES; EXPENSES; ADDITIONAL FEE
|
7
|
|
2.1
|
Exchange
|
7
|
2.2
|
Cancellation of Old VMTP Shares
|
8
|
2.3
|
Operating Expenses
|
8
|
2.4
|
Fees
|
8
|
2.5
|
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure
|
8
|
ARTICLE III CONDITIONS TO EFFECTIVE DATE
|
9
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND
|
10
|
|
4.1
|
Existence
|
10
|
4.2
|
Authorization; Contravention
|
10
|
4.3
|
Binding Effect
|
10
|
4.4
|
Financial Information
|
11
|
4.5
|
Litigation
|
11
|
4.6
|
Consents
|
11
|
4.7
|
Incorporation of Additional Representations and Warranties
|
12
|
4.8
|
Complete and Correct Information
|
12
|
4.9
|
Information Memorandum
|
12
|
4.10
|
1940 Act Registration
|
12
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
12
|
4.12
|
Investment Policies
|
13
|
4.13
|
Credit Quality
|
13
|
4.14
|
Due Diligence
|
13
|
4.15
|
Certain Fees
|
13
|
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BANC OF AMERICA
|
13
|
|
5.1
|
Existence
|
14
|
5.2
|
Authorization; Contravention
|
14
|
5.3
|
Binding Effect
|
14
|
5.4
|
Own Account
|
14
|
5.5
|
Litigation
|
14
|
5.6
|
Consents
|
15
|
5.7
|
Beneficial Ownership of Old VMTP Shares; No Liens or Encumbrances
|
15
|
5.8
|
Banc of America Status
|
15
|
5.9
|
Experience of Banc of America
|
15
|
5.10
|
[Reserved]
|
15
|
5.11
|
Access to Information
|
15
|
5.12
|
Due Diligence
|
16
|
5.13
|
Certain Fees
|
16
|
ARTICLE VI COVENANTS OF THE FUND
|
16
|
|
6.1
|
Information
|
16
|
6.2
|
No Amendment or Certain Other Actions Without Consent of Banc of America
|
19
|
6.3
|
Maintenance of Existence
|
19
|
6.4
|
Tax Status of the Fund
|
19
|
6.5
|
Payment Obligations
|
19
|
6.6
|
Compliance With Law
|
19
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
19
|
6.8
|
Inspection Rights
|
20
|
6.9
|
Litigation, Etc.
|
20
|
6.10
|
1940 Act Registration
|
20
|
6.11
|
Eligible Assets
|
20
|
6.12
|
Credit Quality
|
21
|
6.13
|
Maintenance of Effective Leverage Ratio
|
21
|
6.14
|
Redemption and Paying Agent
|
21
|
6.15
|
Cooperation in the Sale of the VMTP Shares
|
21
|
6.16
|
Securities Depository
|
22
|
6.17
|
Future Agreements
|
22
|
ARTICLE VII MISCELLANEOUS
|
22
|
|
7.1
|
Notices
|
22
|
7.2
|
No Waivers
|
23
|
7.3
|
Expenses and Indemnification
|
23
|
7.4
|
Amendments and Waivers
|
26
|
7.5
|
Successors and Assigns
|
26
|
7.6
|
Term of this Agreement
|
27
|
7.7
|
Governing Law
|
27
|
7.8
|
Waiver of Jury Trial
|
27
|
7.9
|
Counterparts
|
27
|
7.10
|
Beneficiaries
|
27
|
7.11
|
Entire Agreement
|
27
|
7.12
|
Relationship to the Statement
|
28
|
7.13
|
Confidentiality
|
28
|
7.14
|
Severability
|
29
|
7.15
|
Consent Rights of the Majority Participants to Certain Actions.
|
29
|
7.16
|
Disclaimer of Liability of Trustees and Beneficiaries.
|
30
|
SCHEDULE 1
|
Schedule 1
|
|
EXHIBIT A
|
FORMS OF OPINIONS OF COUNSEL FOR THE FUND
|
A-1
|
EXHIBIT A-1
|
FORM OF CORPORATE AND 1940 ACT OPINION
|
A-1-1
|
EXHIBIT A-2
|
FORM OF TAX OPINION
|
A-2-1
|
EXHIBIT A-3
|
FORM OF LOCAL COUNSEL OPINION
|
A-3-1
|
EXHIBIT B
|
ELIGIBLE ASSETS
|
B-1
|
EXHIBIT C
|
TRANSFEREE CERTIFICATE
|
C-1
|
EXHIBIT D
|
INFORMATION TO BE PROVIDED BY THE FUND
|
D-1
|
1.1 | Incorporation of Certain Definitions by Reference |
2.1 | Exchange |
(a) | On the Effective Date Banc of America, or a representative thereof duly authorized to act on its behalf, will transfer to the Fund a total of 550 Old VMTP Shares, in exchange for the issuance by the Fund to Banc of America of 550 New VMTP Shares, with such transfer and issuance effected through the Securities Depository. |
(b) | Banc of America agrees that it may make offers and sales of the New VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are QIBs that are registered closed-end management investment companies, the shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively “Banks”), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts in which all investors are Persons that Banc of America reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter. |
2.2 | Cancellation of Old VMTP Shares |
2.3 | Operating Expenses |
2.4 | Fees |
(a) | On the Effective Date, the Fund shall pay up to $50,000 of the fees and expenses of Banc of America's outside counsel in connection with the negotiation and documentation of the transactions contemplated by this Agreement and the initial organization and set up of a voting trust to be formed with respect to the New VMTP Shares (the “Voting Trust”). |
(b) | With respect to the fees and expenses described in subsection (b) of this Section 2.3, the Fund will pay such fees and expenses within thirty (30) days of receipt of the associated invoice. |
2.5 | Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure |
(a) | this Agreement shall have been duly executed and delivered by the parties hereto; |
(b) | the New VMTP Shares shall have a long-term issue credit rating of at least AA- (or its equivalent) from Fitch on the Effective Date; |
(c) | receipt by Banc of America of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto; |
(d) | receipt by Banc of America of opinions of counsel for the Fund, substantially to the effect of Exhibit A; |
(e) | except as disclosed in the Information Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by Banc of America to be acceptable); |
(f) | the fees and expenses and all other amounts payable on the Effective Date pursuant to Section 2.3 and 2.4 hereof shall have been paid; |
(g) | Banc of America, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; |
(h) | there shall have been delivered to Banc of America any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it deems relevant; and |
(i) | there shall have been delivered to Banc of America such information and copies of documents, approvals (if any) and records certified, where appropriate, of corporate proceedings as Banc of America may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby. |
4.1 | Existence |
4.2 | Authorization; Contravention |
4.3 | Binding Effect |
4.4 | Financial Information |
4.5 | Litigation |
4.6 | Consents |
4.7 | Incorporation of Additional Representations and Warranties |
4.8 | Complete and Correct Information |
4.9 | Information Memorandum |
4.10 | 1940 Act Registration |
4.11 | Effective Leverage Ratio; Asset Coverage |
4.12 | Investment Policies |
4.13 | Credit Quality |
4.14 | Due Diligence |
4.15 | Certain Fees |
5.1 | Existence |
5.2 | Authorization; Contravention |
5.3 | Binding Effect |
5.4 | Own Account |
5.5 | Litigation |
5.6 | Consents |
5.7 | Beneficial Ownership of Old VMTP Shares; No Liens or Encumbrances |
5.8 | Banc of America Status |
5.9 | Experience of Banc of America |
5.10 | [Reserved] |
5.11 | Access to Information |
5.12 | Due Diligence |
5.13 | Certain Fees |
6.1 | Information |
(a) | as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Fund, which delivery may be made by notice of the electronic availability of any such document on a public website; |
(b) | notice of any change in (including being put on Credit Watch or Watchlist), or suspension or termination of, the ratings on the New VMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the New VMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the New VMTP Shares as promptly as practicable upon the occurrence thereof; |
(c) | notice of any redemption or other repurchase of any or all of the New VMTP Shares as provided in the Statement; |
(d) | notice of any proposed amendments to any of the Related Documents at such time as the amendments are sent to other parties whose approval is required for such amendment and in any event not less than ten (10) Business Days prior to any proposed amendment and copies of all actual amendments thereto within five (5) Business Days of being signed or, in each case, as provided in the relevant document; |
(e) | notice of any missed, reduced or deferred dividend payment on the New VMTP Shares that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period; |
(f) | notice of the failure to make any deposit provided for under Section 2.5(d) of the Statement in respect of a properly noticed redemption as soon as reasonably practicable, but in no event later than two (2) Business Days after discovery of such failure to make any such deposit; |
(g) | notice of non-compliance with the Rating Agency Guidelines (if applicable) for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period; |
(h) | notice of the distribution of net capital gains or ordinary income one (1) Business Day in advance of the Rate Period that such net capital gains or ordinary income will or may be distributed, simultaneously with the Redemption and Paying Agent providing such notice to Designated Owners or their Agent Members; |
(i) | notice of any change to any Investment Adviser or Sub-Adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any such Investment Adviser or Sub-Adviser; |
(j) | notice of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof; |
(k) | notice one (1) Business Day after the occurrence thereof of (i) the failure of the Fund to pay the amount due on any “senior securities” (as defined under the 1940 Act) or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; (ii) the failure of the Fund to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any additional preferred stock ranking pari passu with the New VMTP Shares, and any period of grace or cure with respect thereto shall have expired; |
(l) | notice of a material breach of any representation, warranty or covenant of the Fund contained in this Agreement, the Registration Rights Agreement or the Statement, in each case, only if any officer of the Fund has actual knowledge of such breach as soon as reasonably practicable, but in no event later than five (5) days after knowledge of any officer of the Fund or the Investment Adviser thereof; |
(m) | notice of any litigation, administrative proceeding or business development which may reasonably be expected to materially adversely affect the Fund’s business, properties or affairs or the ability of the Fund to perform its obligations as set forth hereunder or under any of the Related Documents to which it is a party as soon as reasonably practicable, but in no event later than ten (10) days after knowledge of any officer of the Fund or the Investment Adviser thereof; |
(n) | upon request of Banc of America, copies of any material that the Fund has delivered to each Rating Agency which is then rating New VMTP Shares at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable after such material has been sent; |
(o) | within two (2) Business Days after the fifteenth (15th) and last day of each month (each a “Reporting Date”), a report of portfolio holdings of the Fund as of the end of each such Reporting Date, prepared on a basis substantially consistent with the periodic reports of portfolio holdings of the Fund prepared for financial reporting purposes; |
(p) | within two (2) Business Days after the fifteenth (15th) and last day of each month, the information set forth in Exhibit E to this Agreement and a calculation of the Effective Leverage Ratio and the Asset Coverage of the Fund as of the close of business of each Business Day since the date of the last report issued pursuant to this Section 6.1(p); and upon the failure of the Fund to maintain Asset Coverage as provided in Section 2.4(a) of the Statement or the Effective Leverage Ratio as required by Section 2.4(c) of the Statement, notice of such failure within one (1) Business Day of the occurrence thereof; and |
(q) | from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as Banc of America may reasonably request including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) days after a request. |
6.2 | No Amendment or Certain Other Actions Without Consent of Banc of America |
6.3 | Maintenance of Existence |
6.4 | Tax Status of the Fund |
6.5 | Payment Obligations |
6.6 | Compliance With Law |
6.7 | Maintenance of Approvals: Filings, Etc. |
6.8 | Inspection Rights |
6.9 | Litigation, Etc. |
6.10 | 1940 Act Registration |
6.11 | Eligible Assets |
6.12 | Credit Quality |
6.13 | Maintenance of Effective Leverage Ratio |
6.14 | Redemption and Paying Agent |
6.15 | Cooperation in the Sale of the VMTP Shares |
6.16 | Securities Depository |
6.17 | Future Agreements |
7.1 | Notices |
(a) | if to the Fund: |
(b) | if to Banc of America: |
7.2 | No Waivers |
(a) | The obligations of the Fund hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, the New VMTP Shares or any other Related Document). The rights of Banc of America hereunder are separate from and in addition to any rights that any Holder or Designated Owner of any New VMTP Share may have under the terms of such New VMTP Share or any Related Document or otherwise. |
(b) | No failure or delay by the Fund or Banc of America in exercising any right, power or privilege hereunder or under the New VMTP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No failure or delay by the Fund or Banc of America in exercising any right, power or privilege under or in respect of the New VMTP Shares or any other Related Document shall affect the rights, powers or privileges of the Fund or Banc of America hereunder or shall operate as a limitation or waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. |
7.3 | Expenses and Indemnification |
(a) | The Fund shall upon demand either, as Banc of America may require, pay in the first instance or reimburse Banc of America (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by Banc of America in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for Banc of America, unless Banc of America shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund. |
(b) | The Fund agrees to indemnify and hold harmless Banc of America and each other Indemnified Person of Banc of America from and against any losses, claims, damages, liabilities and reasonable out-of-pocket expenses incurred by them (including reasonable fees and disbursements of outside counsel which are related to or arise out of (A) any material misstatements or any material statements omitted to be made in the Information Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the Exchange of the Old VMTP Shares for the New VMTP Shares by the Fund or the holding of the New VMTP Shares by Banc of America (x) that Banc of America aided and abetted a breach of a fiduciary duty by the Fund or any director or officer of the Fund or (y) arising from any act by the Fund or any director or officer of the Fund (excluding in any such case clauses (A) or (B), claims, losses, liabilities or expenses arising out of or resulting from the gross negligence or willful misconduct of any Indemnified Party as determined by a court of competent jurisdiction). |
(c) | The indemnifying party also agrees that if any indemnification sought by an Indemnified Person pursuant to this Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons of such other party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then the indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, liabilities, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Fund on the one hand and Banc of America on the other hand from the actual or proposed transactions giving rise to or contemplated by this Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Fund on the one hand and Banc of America on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of Banc of America and its Indemnified Persons to all losses, claims, damages, liabilities and expenses with respect to which contributions are available hereunder will not exceed the amount of dividends actually received by Banc of America from the Fund pursuant to the proposed transactions giving rise to this Agreement. For purposes of determining the relative benefits to the Fund on the one hand, and Banc of America on the other, under the proposed transactions giving rise to or contemplated by this Agreement, such benefits shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Fund pursuant to the transactions, whether or not consummated bears to (ii) the dividends and Optional Redemption Premium paid by the Fund to Banc of America in connection with the proposed transactions giving rise to or contemplated by this Agreement. The relative fault of the parties shall be determined by reference to, among other things, whether the actions taken or omitted to be taken in connection with the proposed transactions contemplated by this Agreement (including any misstatement of a material fact or the omission to state a material fact) relates to information supplied by the Fund on the one hand, or Banc of America on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, misstatement or alleged omission, and any other equitable considerations appropriate in the circumstances. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. |
(d) | If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Person proposes to demand indemnification, it shall notify the indemnifying party with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder (except to the extent that the indemnifying party is materially prejudiced by such failure to promptly notify). The indemnifying party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Person. The Indemnified Person shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person in accordance with the preceding sentence or (ii) the Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the indemnifying party and such Indemnified Person, including situations in which one or more legal defenses may be available to such Indemnified Person that are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons of such other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated by the indemnifying party. |
(e) | Nothing in this Section 7.3 is intended to limit any party’s obligations contained in other parts of this Agreement or the New VMTP Shares. |
7.4 | Amendments and Waivers |
7.5 | Successors and Assigns |
7.6 | Term of this Agreement |
7.7 | Governing Law |
7.8 | Waiver of Jury Trial |
7.9 | Counterparts |
7.10 | Beneficiaries |
7.11 | Entire Agreement |
7.12 | Relationship to the Statement |
7.13 | Confidentiality |
7.14 | Severability |
7.15 | Consent Rights of the Majority Participants to Certain Actions. |
(a) | The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the New VMTP Shares. |
(b) | The Fund issuing or suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the New VMTP Shares issued pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the redemption or repurchase of the New VMTP Shares and costs incurred in connection therewith, and (iii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof. |
(c) | The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five (5) Business Days of receiving notice of the existence thereof. |
(d) | Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the New VMTP Shares differentially from the rights of the holders of the Common Shares; or |
(e) | Approval of any action to be taken pursuant to Sections 2.5(g) and 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the redemption or repurchase of the New VMTP Shares and costs incurred in connection therewith) of the Statement. |
7.16 | Disclaimer of Liability of Trustees and Beneficiaries. |
Description of VMTP Shares: | 550 Nuveen Intermediate Duration Quality Municipal Term Fund Variable Rate MuniFund Term Preferred Shares, Series 2018, with a Liquidation Preference of $100,000 per share, issued in exchange for 550 Nuveen Intermediate Duration Quality Municipal Term Fund Variable Rate MuniFund Term Preferred Shares, Series 2016, with a Liquidation Preference of $100,000 per share. |
1. | All assets in the Fund consist of “Eligible Assets”, defined to consist only of the following as of the time of investment: |
A. | Debt obligations |
• | it is registered under the Securities Act; |
• | it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or |
• | it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and |
• | the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of the principal and interest is expected. |
• | it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or |
• | it is for long-term or short-term financing purposes. |
B. | Derivatives |
i. | Interest rate derivatives; |
ii. | Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or |
iii. | Credit default swaps. |
C. | Other Assets |
i. | Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies; |
ii. | Cash; |
iii. | Repurchase agreements on assets described in A above; or |
iv. | Taxable fixed-income securities, for the purpose of acquiring control of an Fund whose municipal bonds (a) the Fund already owns and (b) have deteriorated or are expected shortly to deteriorate that such investment should enable the Fund to better maximize its existing investment in such Fund, provided that the Fund may invest no more than 0.5% of its total assets in such securities. |
D. | Other assets, upon written agreement of Banc of America that such assets are eligible for purchase by Banc of America. |
2. | The Investment Adviser has instituted policies and procedures that it believes are sufficient to ensure that the Fund and it comply with the representations, warranties and covenants contained in this Exhibit B to the Agreement. |
3. | The Fund will, upon request, provide Banc of America and its internal and external auditors and inspectors as Banc of America may from time to time designate, with all reasonable assistance and access to information and records of the Fund relevant to the Fund’s compliance with and performance of the representations, warranties and covenants contained in this Exhibit B to the Agreement, but only for the purposes of internal and external audit. |
CUSIP
|
Portfolio Name
|
Description
|
Market Value
|
Par Value
|
Rating
|
State
|
[l]
|
[l]
|
[l]
|
[l]
|
[l]
|
[l]
|
[l]
|