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
| ||||
WC | |||||
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
| |||
8 |
SHARED
VOTING POWER
| ||||
283 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
283 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
283 | |||||
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
| ||||
WC | |||||
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
| |||
8 |
SHARED
VOTING POWER
| ||||
283 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
283 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
283 | |||||
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 Statement on Schedule 13D (this “Statement”) relates to the purchase of variable rate munifund term preferred shares (“VMTP Shares”) of Nuveen Municipal 2021 Target Term Fund (the “Issuer” or the “Company”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VMTP Shares by BAPFC (as defined below). The Issuer’s principal executive offices are located at 333 West Wacker Drive, Chicago, IL 60606. |
Item 2. | Identity and Background |
(a) | This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i. Bank of America Corporation (“BAC”) ii. Banc of America Preferred Funding Corporation (“BAPFC”) This Statement relates to the VMTP Shares that were purchased for the account of BAPFC. The address of the principal business office of BAC is: Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 The address of the principal business office of BAPFC is: 214 North Tryon Street Charlotte, North Carolina 28255 BAC and its subsidiaries provide diversified global financial services and products. The principal business of BAPFC is to make investments and provide loans to clients. Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto. Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
(b) |
(c) |
(d) |
(e) |
(f) |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $28,300,000. The source of funds was the working capital of the Reporting Persons.
The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company. |
Item 4. |
Purpose
of Transaction
|
BAPFC has purchased the VMTP Shares for investment purposes. BAPFC acquired the VMTP Shares directly from the Company pursuant to a Purchase Agreement, dated March 8, 2016, between the Company and BAPFC (the “Purchase Agreement”) on their initial issuance for a purchase price of $28,300,000.
The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect. |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. |
(b) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. |
(c) | The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference. |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VMTP Shares owned by BAPFC, on March 8, 2016 BAPFC assigned certain preferred class voting rights on the VMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated March 8, 2016 among BAPFC, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Institutional Shareholder Services Inc. (the “Voting Consultant”). Voting and consent rights on the VMTP Shares not assigned to the Voting Trust have been retained by BAPFC. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent. BAPFC has the right to cause the Company to register the VMTP Shares pursuant to a Registration Rights Agreement, dated March 8, 2016, between the Company and BAPFC. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit Description of Exhibit
99.1 Joint Filing Agreement 99.2 Limited Power of Attorney 99.3 Voting Trust Agreement 99.4 Registration Rights Agreement 99.5 Purchase Agreement |
BANK OF AMERICA CORPORATION | |||
March 18, 2016 | By: |
/s/
Sarah Turner | |
Attorney-in-fact | |||
BANC OF AMERICA PREFERRED FUNDING CORPORATION | |||
March 18, 2016 | By: |
/s/
Edward Curland | |
Edward Curland | |||
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
|
||
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, Global Wealth & Investment Management
|
Vice Chairman, Global Wealth & Investment Management of Bank of America Corporation
|
||
David Leitch
|
Global General Counsel
|
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
|
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
|
Former Chairman, 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, National Association
|
||
Margaret Scopelianos
|
Director and Managing Director
|
Managing Director, Public Finance 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, National Association
|
||
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, National Association
|
||
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, National Association
|
||
James E. Nacos
|
Managing Director
|
Managing Director, Municipal Markets Senior Trader of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
John B. Sprung
|
Director
|
Corporate Director
|
Signature Page to NHA Voting Trust Agreement
|
(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 Municipal 2021 Target 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/ Edward Curland________
Name: Edward Curland
Title: Authorized Signatory
|
CONTENTS
|
||
SECTION
|
PAGE
|
|
ARTICLE I DEFINITIONS
|
1
|
|
1.1
|
Incorporation of Certain Definitions by Reference
|
6
|
ARTICLE II PURCHASE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEE
|
6
|
|
2.1
|
Purchase and Transfer of the VMTP Shares
|
6
|
2.2
|
Fees
|
7
|
2.3
|
Operating Expenses
|
7
|
2.4
|
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure
|
7
|
ARTICLE III CONDITIONS TO EFFECTIVE DATE
|
8
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND
|
9
|
|
4.1
|
Existence
|
9
|
4.2
|
Authorization; Contravention
|
9
|
4.3
|
Binding Effect
|
9
|
4.4
|
Financial Information
|
10
|
4.5
|
Litigation
|
10
|
4.6
|
Consents
|
10
|
4.7
|
Incorporation of Additional Representations and Warranties
|
11
|
4.8
|
Complete and Correct Information
|
11
|
4.9
|
Offering Memorandum
|
11
|
4.1
|
1940 Act Registration
|
11
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
11
|
4.12
|
Credit Quality
|
12
|
4.13
|
Due Diligence
|
12
|
4.14
|
Certain Fees
|
12
|
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
|
12
|
|
5.1
|
Existence
|
12
|
5.2
|
Authorization; Contravention
|
12
|
5.3
|
Binding Effect
|
13
|
5.4
|
Own Account
|
13
|
5.5
|
Litigation
|
13
|
5.6
|
Consents
|
13
|
5.7
|
The Purchaser Status
|
14
|
5.8
|
Experience of The Purchaser
|
14
|
5.9
|
General Solicitation
|
14
|
5.1
|
Certain Transactions
|
14
|
5.11
|
Access to Information
|
14
|
5.12
|
Due Diligence
|
14
|
5.13
|
Certain Fees
|
15
|
ARTICLE VI COVENANTS OF THE FUND
|
15
|
|
6.1
|
Information
|
15
|
6.2
|
No Amendment or Certain Other Actions Without Consent of The Purchaser
|
17
|
6.3
|
Maintenance of Existence
|
17
|
6.4
|
Tax Status of the Fund
|
18
|
6.5
|
Payment Obligations
|
18
|
6.6
|
Compliance With Law
|
18
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
18
|
6.8
|
Inspection Rights
|
18
|
6.9
|
Litigation, Etc.
|
19
|
6.1
|
1940 Act Registration
|
19
|
6.11
|
Credit Quality
|
19
|
6.12
|
Maintenance of Effective Leverage Ratio
|
19
|
6.13
|
Redemption and Paying Agent
|
20
|
6.14
|
Cooperation in the Sale of the VMTP Shares
|
20
|
6.15
|
Use of Proceeds
|
20
|
6.16
|
Securities Depository
|
20
|
6.17
|
Future Agreements
|
20
|
ARTICLE VII MISCELLANEOUS
|
21
|
|
7.1
|
Notices
|
21
|
7.2
|
No Waivers
|
22
|
7.3
|
Expenses and Indemnification
|
22
|
7.4
|
Amendments and Waivers
|
25
|
7.5
|
Successors and Assigns
|
25
|
7.6
|
Term of this Agreement
|
26
|
7.7
|
Governing Law
|
26
|
7.8
|
Waiver of Jury Trial
|
26
|
7.9
|
Counterparts
|
26
|
7.1
|
Beneficiaries
|
26
|
7.11
|
Entire Agreement
|
26
|
7.12
|
Relationship to the Statement
|
27
|
7.13
|
Confidentiality
|
27
|
7.14
|
Severability
|
28
|
7.15
|
Consent Rights of the Majority Participants to Certain Actions.
|
28
|
7.16
|
Disclaimer of Liability of Trustees and Beneficiaries.
|
29
|
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
|
Purchase and Transfer of the VMTP Shares
|
(a)
|
On the Effective Date the Purchaser will acquire 283 VMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Fund through the account of its agent at the Securities Depository.
|
(b)
|
The Purchaser agrees that it may make offers and sales of the 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 the Purchaser 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 VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.
|
2.2
|
Fees
|
|
(a)
|
On the Effective Date, the Fund shall pay up to $50,000 of the fees and expenses of the Purchaser'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 VMTP Shares (the “Voting Trust”).
|
|
(b)
|
With respect to the fees and expenses described in subsection (a) of this Section 2.2, the Fund will pay such fees and expenses within thirty (30) days of receipt of the associated invoice.
|
2.3
|
Operating Expenses
|
2.4
|
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 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 the Purchaser 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 the Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibit A;
|
(e)
|
except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);
|
(f)
|
the fees and expenses and all other amounts payable on the Effective Date pursuant to Section 2.2(a) hereof shall have been paid;
|
(g)
|
The Purchaser, 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 the Purchaser 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 the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of corporate proceedings as the Purchaser 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
|
Offering Memorandum
|
4.10
|
1940 Act Registration
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
4.12
|
Credit Quality
|
4.13
|
Due Diligence
|
4.14
|
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
|
The Purchaser Status
|
5.8
|
Experience of The Purchaser
|
5.9
|
General Solicitation
|
5.10
|
Certain Transactions
|
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 VMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the VMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the VMTP Shares as promptly as practicable upon the occurrence thereof;
|
(c)
|
notice of any redemption or other repurchase of any or all of the 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 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 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 thereof or the Investment Adviser;
|
(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 thereof;
|
(n)
|
upon request of the Purchaser, copies of any material that the Fund has delivered to any Rating Agency which is then rating 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 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 D 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 the Purchaser 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 The Purchaser
|
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
|
Credit Quality
|
6.12
|
Maintenance of Effective Leverage Ratio
|
6.13
|
Redemption and Paying Agent
|
6.14
|
Cooperation in the Sale of the VMTP Shares
|
6.15
|
Use of Proceeds
|
6.16
|
Securities Depository
|
6.17
|
Future Agreements
|
7.1
|
Notices
|
(a)
|
if to the Fund:
|
(b)
|
if to The Purchaser:
|
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 VMTP Shares or any other Related Document). The rights of the Purchaser hereunder are separate from and in addition to any rights that any Holder or Designated Owner of any VMTP Share may have under the terms of such VMTP Share or any Related Document or otherwise.
|
(b)
|
No failure or delay by the Fund or the Purchaser 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 Purchaser in exercising any right, power or privilege under or in respect of the VMTP Shares or any other Related Document shall affect the rights, powers or privileges of the Fund or the Purchaser 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 the Purchaser may require, pay in the first instance or reimburse the Purchaser (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 the Purchaser 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 the Purchaser, unless the Purchaser 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 the Purchaser and each other Indemnified Person of the Purchaser 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 Offering Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the offering or sale of the VMTP Shares by the Fund or the holding of the VMTP Shares by the Purchaser (x) that the Purchaser 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 the Purchaser 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 the Purchaser 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 the Purchaser 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 the Purchaser 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 the Purchaser 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 the Purchaser 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 the Purchaser 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 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 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 VMTP Shares issued and sold 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 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 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 VMTP Shares and costs incurred in connection therewith) of the Statement.
|
7.16
|
Disclaimer of Liability of Trustees and Beneficiaries.
|
|
NUVEEN MUNICIPAL 2021 TARGET TERM FUND
|
Description of VMTP Shares:
|
283 Nuveen Municipal 2021 Target Term Fund Variable Rate MuniFund Term Preferred Shares, Series 2019 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 issuer 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 the Purchaser that such assets are eligible for purchase by the Purchaser.
|
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 the Purchaser and its internal and external auditors and inspectors as the Purchaser 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]
|