1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bank of America Corporation 56-0906609
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☒
|
||
|
|
||||
|
|
||||
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
|
|
|
||
7,995 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,995 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,995 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
39.22%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC |
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Banc of America Preferred Funding Corporation 75-2939570
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
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
|
|
|
||
7,995 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,995 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,995 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
39.22% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
Item 1 |
Security and Issuer
|
Item 2 |
Identity and Background
|
Item 3 |
Source and Amount of Funds or Other Consideration
|
Item 4 |
Purpose of Transaction
|
Item 5 |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7 |
Material to be Filed as Exhibits
|
“Exhibit
|
Description of Exhibit
|
99.1
|
Joint Filing Agreement
|
99.2
|
Limited Power of Attorney
|
99.14
|
Purchase Agreement dated April 12, 2021”
|
Date: April 14, 2021
|
|||
BANK OF AMERICA CORPORATION
|
|||
By:
|
/s/ Michael Jentis
|
||
Name:
|
Michael Jentis
|
||
Title:
|
Attorney-in-fact
|
||
BANC OF AMERICA PREFERRED FUNDING CORPORATION
|
|||
By:
|
/s/ Michael Jentis
|
||
Name:
|
Michael Jentis
|
||
Title:
|
Authorized Signatory
|
Exhibit
|
Description of Exhibit
|
Joint Filing Agreement
|
|
Limited Power of Attorney
|
|
Purchase Agreement dated April 12, 2021
|
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, Retail and Preferred & Small Business Banking
|
President, Retail and Preferred & Small Business Banking of Bank of America Corporation
|
||
Catherine P. Bessant
|
Chief Operations and Technology Officer
|
Chief Operations and Technology Officer of Bank of America Corporation
|
||
Sheri Bronstein
|
Chief Human Resources Officer
|
Chief Human Resources 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
|
||
Kathleen A. Knox
|
President, Private Bank
|
President, Private Bank 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
|
Vice Chairman
|
Vice Chairman of Bank of America Corporation
|
||
Andrew M. Sieg
|
President, Merrill Lynch Wealth Management
|
President, Merrill Lynch Wealth Management
|
||
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 Vice Chairman, 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 & Carnival plc
|
||
Linda P. Hudson
|
Director
|
Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
|
||
Monica C. Lozano
|
Director
|
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
|
||
Thomas J. May
|
Director
|
Former Chairman, President, and Chief Executive Officer of Eversource Energy
|
||
Lionel L. Nowell, III
|
Director
|
Former Senior Vice President and Treasurer, PepsiCo Inc.
|
||
Denise L. Ramos
|
Director
|
Former Chief Executive Officer and President of ITT Inc.
|
||
Clayton S. Rose
|
Director
|
President of Bowdoin College
|
||
Michael D. White
|
Director
|
Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
|
||
Thomas D. Woods2
|
Director
|
Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
|
||
R. David Yost
|
Director
|
Former Chief Executive Officer of AmerisourceBergen Corp.
|
||
Maria T. Zuber
|
Director
|
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
|
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
|
||
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
|
||
James Duffy
|
Director
|
Director; MBAM BFO, The CFO Group of Bank of America, National Association
|
||
Peter Liu
|
Managing Director
|
Director; Global Markets Risk, Senior Manager Global Risk of Bank of America, National Association
|
||
Michael I. Jentis
|
Managing Director
|
Managing Director, Head of Sales – Public Finance 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
|
||
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
|
||
John B. Sprung
|
Director
|
Corporate Director
|
||
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
|
Date: April 14, 2021
|
|||
BANK OF AMERICA CORPORATION
|
|||
By:
|
/s/ Michael Jentis
|
||
Name:
|
Michael Jentis
|
||
Title:
|
Attorney-in-fact
|
||
BANC OF AMERICA PREFERRED FUNDING CORPORATION
|
|||
By:
|
/s/ Michael Jentis
|
||
Name:
|
Michael Jentis
|
||
Title:
|
Authorized Signatory
|
BANK OF AMERICA CORPORATION
|
||
By:
|
/s/ Ellen A. Perrin
|
|
Ellen A. Perrin
|
||
Associate General Counsel and Senior Vice President
|
Page
|
||
Article I
|
DEFINITIONS
|
1
|
1.1
|
Incorporation of Certain Definitions by Reference
|
6
|
Article II
|
PURCHASE AND TRANSFER; EXPENSES; ADDITIONAL FEE
|
6
|
2.1
|
Purchase and Transfer of AMTP Shares
|
6
|
2.2
|
[Reserved]
|
6
|
2.3
|
Operating Expenses
|
6
|
2.4
|
Fees
|
7
|
2.5
|
Additional Fee for Failure to Comply with Reporting Requirement
|
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
|
9
|
4.5
|
Litigation
|
10
|
4.6
|
Consents
|
10
|
4.7
|
Incorporation of Additional Representations and Warranties
|
10
|
4.8
|
Complete and Correct Information
|
10
|
4.9
|
Proxy Statement
|
11
|
4.10
|
1940 Act Registration
|
11
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
11
|
4.12
|
Eligible Assets
|
11
|
4.13
|
Credit Quality
|
11
|
4.14
|
Due Diligence
|
11
|
4.15
|
Certain Fees
|
12
|
Article V
|
REPRESENTATIONS AND WARRANTIES OF BANC OF AMERICA
|
12
|
5.1
|
Existence
|
12
|
5.2
|
Authorization; Contravention
|
12
|
5.3
|
Binding Effect
|
12
|
5.4
|
Own Account
|
13
|
5.5
|
Litigation
|
13
|
5.6
|
Consents
|
13
|
5.7
|
[Reserved]
|
13
|
5.8
|
Banc of America Status
|
13
|
5.9
|
Experience of Banc of America
|
13
|
5.10
|
[Reserved]
|
14
|
5.11
|
Access to Information
|
14
|
5.12
|
Due Diligence
|
14
|
5.13
|
Certain Fees
|
14
|
Page
|
||
Article VI
|
COVENANTS OF THE FUND
|
14
|
6.1
|
Information
|
14
|
6.2
|
No Amendment or Certain Other Actions Without Consent of Banc of America
|
17
|
6.3
|
Maintenance of Existence
|
17
|
6.4
|
Tax Status of the Fund
|
17
|
6.5
|
Payment Obligations
|
17
|
6.6
|
Compliance With Law
|
17
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
17
|
6.8
|
Inspection Rights
|
18
|
6.9
|
Litigation, Etc.
|
18
|
6.10
|
1940 Act Registration
|
18
|
6.11
|
Eligible Assets
|
19
|
6.12
|
Credit Quality
|
19
|
6.13
|
Maintenance of Effective Leverage Ratio
|
19
|
6.14
|
Redemption and Paying Agent
|
19
|
6.15
|
Cooperation in the Sale of the AMTP Shares
|
19
|
6.16
|
Securities Depository
|
20
|
6.17
|
Future Agreements
|
20
|
6.18
|
Tax Opinion in Connection with Adjusted Dividend Rate or Adjusted Rate Terms
|
20
|
Article VII
|
COVENANTS OF BANC OF AMERICA
|
20
|
7.1
|
Actions in Connection with Transfers of AMTP Shares
|
20
|
Article VIII
|
MISCELLANEOUS
|
21
|
8.1
|
Notices
|
21
|
8.2
|
No Waivers
|
22
|
8.3
|
Expenses and Indemnification
|
22
|
8.4
|
Amendments and Waivers
|
24
|
8.5
|
Successors and Assigns
|
25
|
8.6
|
Term of this Agreement
|
25
|
8.7
|
Governing Law
|
25
|
8.8
|
Waiver of Jury Trial
|
26
|
8.9
|
Counterparts
|
26
|
8.10
|
Beneficiaries
|
26
|
8.11
|
Entire Agreement
|
26
|
8.12
|
Relationship to the Statement
|
26
|
8.13
|
Confidentiality
|
27
|
8.14
|
Severability
|
27
|
8.15
|
Consent Rights of the Majority Participants to Certain Actions.
|
27
|
8.16
|
Disclaimer of Liability of Officers, Trustees and Beneficiaries.
|
29
|
Page
|
|
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
|
EXHIBIT E ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE FUND
|
E-1
|
1.1 |
Incorporation of Certain Definitions by Reference
|
2.1 |
Purchase and Transfer of AMTP Shares
|
(a) |
On the Effective Date, the Fund will issue to Banc of America 1,820 AMTP Shares, with such issuance effected through the Securities Depository.
|
(b) |
Banc of America agrees that it may make offers and sales of the AMTP Shares in compliance with the Securities Act and applicable state securities laws only in whole shares and only to Persons that are both: (1)(i) Persons that it
reasonably believes are QIBs that are Closed-End Funds, 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 or other similar investment vehicles 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) Persons that are
either (i) not a Nuveen Person or (ii) a Nuveen Person, provided that (x) such Nuveen Person would, after such sale and transfer, own not more than 20% of the Outstanding AMTP Shares, or (y) the prior written consent of the Fund and the
Majority Participants has been obtained. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the AMTP Shares, each transferee
(including, in the case of a tender option bond trust or other similar investment vehicle, 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 in the form set forth as Exhibit C.
|
2.2 |
[Reserved]
|
2.3 |
Operating Expenses
|
2.4 |
Fees
|
2.5 |
Additional Fee for Failure to Comply with Reporting Requirement
|
(a) |
this Agreement shall have been duly executed and delivered by the parties hereto;
|
(b) |
the AMTP 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 Proxy Statement, 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 or other amounts payable on the Effective Date, if any, pursuant to Sections 2.3 or Section 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 |
Eligible Assets
|
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 |
[Reserved]
|
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 (the “SEC”), 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 the SEC’s website or on another 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 AMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to
the AMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the AMTP Shares as promptly as practicable upon the occurrence thereof;
|
(c) |
notice of any redemption or other repurchase of any or all of the AMTP 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 the
effectiveness of 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 AMTP 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(e)(ii) 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 AMTP 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 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 AMTP 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 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 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 AMTP Shares
|
6.16 |
Securities Depository
|
6.17 |
Future Agreements
|
6.18 |
Tax Opinion in Connection with Adjusted Dividend Rate or Adjusted Rate Terms
|
7.1 |
Third Party Purchase – Mandatory Tender
|
7.1 |
Actions in Connection with Transfers of AMTP Shares
|
8.1 |
Notices
|
(a) |
if to the Fund:
|
(b) |
if to Banc of America:
|
Attention: |
Thomas Visone
|
Telephone: |
(212) 449-7358 (Visone, Blasiak, Irizarry)
|
Email: |
thomas.visone@bofa.com
|
8.2 |
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 AMTP 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 AMTP Share may have under the terms of such AMTP 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 AMTP 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 AMTP 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.
|
8.3 |
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 8.3(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 omissions in the Proxy Statement (including any documents incorporated by reference therein) or (B) any
claim by any third party relating to the issuance of the AMTP Shares by the Fund or the holding of the AMTP Shares by Banc of America (x) that Banc of America aided and abetted a breach of a fiduciary duty by the Fund or any trustee or
officer of the Fund or (y) arising from any act by the Fund or any trustee or officer of the Fund (excluding with respect to clauses (A) or (B), any claims, losses, liabilities or expenses arising out of or resulting from the gross
negligence or willful misconduct of any Indemnified Person 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 8.3 is intended to limit any party’s obligations contained in other parts of this Agreement or the AMTP Shares.
|
8.4 |
Amendments and Waivers
|
8.5 |
Successors and Assigns
|
8.6 |
Term of this Agreement
|
8.7 |
Governing Law
|
8.8 |
Waiver of Jury Trial
|
8.9 |
Counterparts
|
8.10 |
Beneficiaries
|
8.11 |
Entire Agreement
|
8.12 |
Relationship to the Statement
|
8.13 |
Confidentiality
|
8.14 |
Severability
|
8.15 |
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 AMTP 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 AMTP Shares issued pursuant to this Agreement and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, MuniFund Preferred Shares and Variable Rate Demand Preferred Shares of the Fund (as each
such series of shares is listed in the capitalization table of the Fund found in the Information Memorandum) 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
AMTP 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 AMTP 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(h) and 2.15 of the Statement (other than the issuance of additional series of Preferred Shares, the proceeds of which will be used for the redemption or repurchase of the AMTP
Shares and costs incurred in connection therewith).
|
8.16 |
Disclaimer of Liability of Officers, Trustees and Beneficiaries
|
NUVEEN QUALITY MUNICIPAL INCOME FUND
|
||
By:
|
/s/ Mark L. Winget |
|
Name: Mark L. Winget
|
||
Title: Vice President & Secretary
|
BANC OF AMERICA PREFERRED FUNDING CORPORATION
|
||
By:
|
/s/ Thomas Visone |
|
Name: Thomas Visone
|
||
Title: Authorized Signatory
|
Description of Shares:
|
A total of 1,820 Nuveen Quality Municipal Income Fund Adjustable Rate MuniFund Term Preferred Shares, Series 2028-2, 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
|
(a) |
“marketable” if:
|
• |
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
|
(b) |
“investment grade” if:
|
• |
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 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
|
C. |
Other Assets
|
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.
|
Date:
|
Name of Transferee (use exact name in which Transferred Shares are to be registered):
|
|||
Authorized Signature
|
||||
Print Name and Title
|
||||
Address of Transferee for Registration of Transferred Shares:
|
||||
Transferee’s taxpayer identification number:
|
||||
CUSIP
|
Portfolio Name
|
Description
|
Market Value
|
Par Value
|
Rating
|
State
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
• |
the “Note Box” on the bottom of the “Security Display” page describing the AMTP Shares will state: “Iss’d Under 144A.”
|
• |
the “Security Display” page will have flashing a red indicator “See Other Available Information.”
|
• |
the indicator will link to the “Additional Security Information” page, which will state that the securities “are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are
qualified institutional buyers (as defined in Rule 144A under the Securities Act).”
|
• |
the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales are limited to QIBs.
|