UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND
(Name of Issuer)
PREFERRED SHARES
(Title of Class of Securities)
670972868
670972603
670972702
(CUSIP Number)
Willie J. White
Senior Counsel
Wells Fargo & Company
301 South College Street, 22nd Floor
Charlotte, NC 28202-6000
(704) 410-5082
With a copy to:
Patrick Quill
Chapman and Cutler LLP
1270 Avenue of the Americas 30th Floor
New York, NY 10020
(212) 655-2506
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 16, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 670972868
CUSIP No. 670972603
CUSIP No. 670972702
1. | Names of Reporting Persons
Wells Fargo & Company 41-0449260 | |||||
2. | Check the Appropriate Box if a member of a Group (see instructions)
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 Items 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:
3,045 | |||||
9. | Sole Dispositive Power:
0 | |||||
10. | Shared Dispositive Power:
3,045 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,045 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11):
100% | |||||
14. | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
CUSIP No. 670972868
CUSIP No. 670972603
CUSIP No. 670972702
1. | Names of Reporting Persons
Wells Fargo Municipal Capital Strategies, LLC 45-2541449 | |||||
2. | Check the Appropriate Box if a member of a Group (see instructions)
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 Items 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:
3,045 | |||||
9. | Sole Dispositive Power:
0 | |||||
10. | Shared Dispositive Power:
3,045 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,045 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11):
100% | |||||
14. | Type of Reporting Person (See Instructions)
00 |
This Amendment No. 4 (this Amendment) amends, as set forth below, the statement on Schedule 13D, dated May 20, 2014 and filed with the SEC on May 30, 2014 (the Original Schedule 13D), as amended by Amendment No. 1 dated July 15, 2015 and filed with the SEC on July 17, 2015 (Amendment No. 1), as amended by Amendment No. 2 dated September 1, 2016 and filed with the SEC on September 2, 2016 (Amendment No. 2) and as amended by Amendment No. 3 dated November 17, 2016 and filed with the SEC on November 21, 2016 (Amendment No. 3) for Wells Fargo & Company (Wells Fargo) and Wells Fargo Municipal Capital Strategies, LLC (Capital Strategies) (collectively, the Reporting Persons) with respect to certain preferred shares (VMTP Shares) of Nuveen Pennsylvania Quality Municipal Income Fund (the Issuer). This Amendment is being filed as a result of the amendment of the purchase agreements relating to the Reporting Persons 1,125 variable rate demand preferred shares, Series 2 (CUSIP No. 670972603) and 1,050 variable rate demand preferred shares, Series 3 (CUSIP No. 670972702) (collectively, the VRDP Shares) of the Issuer by means of (i) the Agreement to Transition the 2016 Special Rate Period for Series 2 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017 between the Issuer and Capital Strategies and (ii) the Agreement to Extend the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017, between the Issuer and Capital Strategies.
Item 2
Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
The fifth paragraph is replaced with the following:
Wells Fargo and its subsidiaries provide banking, insurance, investments, mortgage, and consumer and commercial finance through more than 8,400 locations, 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 42 countries and territories to support customers who conduct business in the global economy.
Item 7 Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended by inserting the following additional exhibits:
Exhibit | Description of Exhibit | |
99.1 | Joint Filing Agreement | |
99.2 | Power of Attorney | |
99.11 | Agreement to Transition the 2016 Special Rate Period for Series 2 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017 | |
99.12 | Agreement to Extend the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 17, 2017
WELLS FARGO & COMPANY | ||
By: | /s/ Michael Choquette | |
Name: | Michael Choquette | |
Title: | Designated Signer | |
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC | ||
By: | /s/ Adam Joseph | |
Name: | Adam Joseph | |
Title: | President |
LIST OF EXHIBITS
Exhibit | Description of Exhibit | |
99.1 | Joint Filing Agreement | |
99.2 | Power of Attorney | |
99.11 | Agreement to Transition the 2016 Special Rate Period for Series 2 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017 | |
99.12 | Agreement to Extend the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 16, 2017 |
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104.
Name |
Position with Wells Fargo & Company |
Principal Occupation | ||
Timothy J. Sloan | Chief Executive Officer and President ; Director | Chief Executive Officer of Wells Fargo & Company | ||
Hope A. Hardison1 | Senior Executive Vice President and Chief Administrative Officer | Chief Administrative Officer of Wells Fargo & Company | ||
Richard D. Levy | Executive Vice President and Controller | Controller of Wells Fargo & Company | ||
Michael J. Loughlin | Senior Executive Vice President and Chief Risk Officer | Chief Risk Officer of Wells Fargo | ||
Mary T. Mack | Senior Executive Vice President (Community Banking) | Head of Community Banking | ||
Avid Modjtabai | Senior Executive Vice President (Payments, Virtual Solutions and Innovation) | Head of Payments, Virtual Solutions and Innovation of Wells Fargo & Company | ||
C. Allen Parker | Senior Executive Vice President and General Counsel | General Counsel of Wells Fargo & Company | ||
Perry G. Pelos | Senior Executive Vice President (Wholesale Banking) | Head of Wholesale Banking | ||
John R. Shrewsberry | Senior Executive Vice President and Chief Financial Officer | Chief Financial Officer of Wells Fargo & Company | ||
Jonathan G. Weiss | Senior Executive Vice President (Wealth and Investment Management) | Head of Wealth and Investment Management of Wells Fargo | ||
John D. Baker II | Director | Executive Chairman and Director of FRP Holdings, Inc. |
1 | Hope A. Hardison is a dual citizen of the U.S. and Germany. |
John S. Chen | Director | Executive Chairman and Chief Executive Officer of BlackBerry Limited | ||
Lloyd H. Dean | Director | President, CEO and Director of Dignity Health | ||
Elizabeth A. Duke | Vice Chairman, Director | Former member of the Federal Reserve Board of Governors | ||
Enrique Hernandez, Jr. | Director | Chairman, President, CEO and Director of Inter-Con Security Systems, Inc. | ||
Donald M. James | Director | Retired Chairman and CEO of Vulcan Materials Company | ||
Cynthia H. Milligan | Director | Dean Emeritus, College of Business Administration at University of Nebraska Lincoln | ||
Karen B. Peetz | Director | Retired President, Bank of New York Mellon Corp. | ||
Federico F. Peña | Director | Senior Advisor of Colorado Impact Fund | ||
Juan A. Pujadas | Director | Retired Principal, PricewaterhouseCoopers, LLP, and former Vice Chairman, Global Advisory Services, PwC International | ||
James H. Quigley | Director | CEO Emeritus and Retired Partner of Deloitte | ||
Stephen W. Sanger | Chairman, Director | Retired Chairman, CEO of General Mills, Inc. | ||
Ronald L. Sargent | Director | Retired Chairman, CEO of Staples, Inc. | ||
Susan G. Swenson | Director | Chairman and Chief Executive Officer of Inseego Corp. | ||
Suzanne M. Vautrinot | Director | President of Kilovolt Consulting Inc. |
The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo Municipal Capital Strategies, LLC. The business address of each of the executive officers and directors of Wells Fargo Municipal Capital Strategies, LLC is 375 Park Avenue, New York, New York 10152.
Name |
Position with Wells Fargo Municipal |
Business Address |
Principal Occupation | |||
Matthew Antunes | Vice President | 375 Park Avenue New York, NY 10152 |
Director at Wells Fargo Bank, NA | |||
Kristina Eng | Vice President | 375 Park Avenue New York, NY 10152 |
Managing Director at Wells Fargo Bank, NA | |||
Daniel George | Senior Vice President | 375 Park Avenue New York, NY 10152 |
Managing Director at Wells Fargo Bank, NA | |||
Bernardo Ramos | Senior Vice President; Manager | 375 Park Avenue New York, NY 10152 |
Regional Vice President of Government and Institutional Banking at Wells Fargo Bank, NA | |||
Adam Joseph | President | 375 Park Avenue New York, NY 10152 |
Managing Director at Wells Fargo Bank, NA (Head of Public Finance Capital Strategies) | |||
Phillip Smith | Executive Vice President; Manager | 301 S College St, Charlotte, NC 28202 |
Head of Municipal Products and Government and Institutional Banking | |||
Jay Veenker | Treasurer | 600 S. 4th Street, 11th Floor, Minneapolis, MN 55415 |
Finance Manager at Wells Fargo Bank, NA | |||
Lauren Locke | Manager | 550 S Tryon St, Charlotte, NC 28202 |
Chief Administrative Officer at Wells Fargo Bank, NA | |||
Bruce Mattaway | Manager | 375 Park Avenue New York, NY 10152 |
Senior Vice President and Government Loan Supervisor at Wells Fargo Bank, NA | |||
Karl Pfeil | Manager | 375 Park Avenue New York, NY 10152 |
Senior Vice President at Wells Fargo Bank, NA (Government and Institutional Banking) | |||
Richard Reid | Manager | 550 S Tryon St, Charlotte, NC 28202 |
Director at Wells Fargo Bank, NA | |||
Patrice DeCorrevont | Manager | 10 S Wacker Dr, Chicago, IL 60606 |
Managing Director at Wells Fargo Bank, NA | |||
Deanna Ernst | Secretary | 301 S College St, Charlotte, NC 28202 |
Paralegal at Wells Fargo Bank, NA |
SCHEDULE II
LITIGATION SCHEDULE
ASSET-BACKED COMMERCIAL PAPER INVESTIGATION On August 14, 2012, the SEC entered a settled administrative order against Wells Fargo Brokerage Services LLC (n/k/a Wells Fargo Securities, LLC) and a former sales representative concerning alleged sales practice and suitability issues related to certain 2007 sales of three asset-backed commercial paper products to institutional and municipal purchasers. Without admitting or denying the allegations, the firm agreed to a censure, a cease-and-desist order, disgorgement of $65,000 plus prejudgment interest, and a civil penalty of $6.5 million.
FINRA SETTLEMENT On December 11, 2014, FINRA announced its settlement with ten firms, including Wells Fargo Securities, LLC, that had pitched for an investment banking role on a contemplated Toys R Us initial public offering in 2010. FINRA alleged that WFS violated NASD and FINRA rules by allowing its research analyst to participate in the solicitation of investment banking business and by offering favorable research coverage to induce investment banking business; and by failing to implement policies and procedures reasonably designed to prevent violations in connection with analyst public appearances. WFS neither admitted nor denied FINRAs findings but consented to a censure and payment of a $4 million fine. The fine has been paid and the matter is fully resolved.
FINRA SETTLEMENT On November 18, 2015, FINRA announced a settlement with Wells Fargo Securities, LLC involving customer trade confirmations that inaccurately reflected the capacity in which the firm acted, e.g., principal, agent, or mixed capacity. The firm neither admitted nor denied the findings and consented to a censure and payment of a $300,000 fine. The fine has been paid and the matter is fully resolved.
SEC MCDC SETTLEMENT On February 2, 2016, the SEC announced a settlement with Wells Fargo Bank, N.A. Municipal Products Group (MPG) as part of the SECs Municipalities Continuing Disclosure Cooperation (MCDC) initiative. The MCDC offered defined settlement terms to underwriters and issuers of municipal securities that self-reported potential violations of Exchange Act Rule 15c2-12 regarding municipalities continuing disclosure requirements. Seventy-two underwriters entered into settlements under the MCDC. The SEC proposed an offer of settlement regarding eight transactions MPG had self-reported, with a penalty of $440,000, which MPG accepted.
SEC ORDER On September 22, 2014, the SEC entered an order against Wells Fargo Advisors, LLC related to the firms policies and procedures to prevent the misuse of material nonpublic information. The firm admitted the SECs findings of fact, acknowledged that its conduct violated the federal securities laws and agreed to retain an independent compliance consultant to review relevant policies and procedures, as well as the making, keeping and preserving of certain required books and records. The firm agreed to a censure, a cease and desist order and a civil penalty of $5,000,000.
CLIENT IDENTIFICATION PROGRAM On December 18, 2014, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning the Client Identification Program and the effects of using recycled client account numbers. The use of recycled numbers was alleged to have resulted in certain accounts not having a complete review for Client Identification Purposes. WFA and WFA FiNet neither admitted nor denied FINRAs findings and consented to a censure and the payment of a $1.5 million fine. The fine has been paid and the matter is fully resolved.
MUTUAL FUND SALES CHARGE WAIVERS On July 6, 2015, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning application of mutual fund sales charge waivers. FINRA alleged WFA and FiNet did not reasonably supervise the application of sales charge waivers for eligible mutual fund purchases in certain retirement and charitable organization accounts. WFA and FiNet neither admitted nor denied FINRAs findings and agreed to censure and to provide remediation to eligible clients. Due to WFA and FiNets self-report of the issue and cooperation, FINRA assessed no fine. WFA and FiNet agreed to pay an estimated $15 million in restitution, including interest, to affected customers.
FINRA/NASDAQ REPORTING SETTLEMENTS From time to time Wells Fargo broker-dealers resolve technical trade reporting issues relating to timing and other data elements with FINRA/NASDAQ involving small numbers of trades processed by the firms. Resolutions of this type during the relevant period included fines of less than $100,000 each.
STATE OF NEW HAMPSHIRE SETTLEMENT Wells Fargo Advisors Financial Network (WFAFN) entered into a Consent Order with the State of New Hampshire on February 12, 2016 relative to due diligence concerning two customer accounts. WFAFN agreed to pay a total of $32,000 to the clients and $3,000 to the state.
LARGE OPTION POSITION REPORTING On October 13, 2016, First Clearing, LLC entered into settlement agreements with NYSE Arca, Inc. and the Chicago Board Options Exchange, Inc., without admitting or denying the allegations that it inaccurately reported position effective dates and customer name and address information for its introducing firms and failed to provide introducing firms with reasonable systems and processes for identifying accounts acting in concert. First Clearing agreed to pay a $375,000 fine to each Exchange ($750,000 total).
BOOKS & RECORDS RETENTION On December 21, 2016, FINRA announced a settlement with Wells Fargo Advisors, LLC, First Clearing, LLC, Wells Fargo Advisors Financial Network, LLC, Wells Fargo Securities LLC and Wells Fargo Prime Services LLC for alleged violations of certain record retention and supervisory provisions by failing to maintain electronically stored required records in a non-erasable and non-rewritable format. The firms neither admitted nor denied FINRAs findings and consented to a censure and the payment of a $1.5 million fine by the first three firms above (jointly), and a $4 million fine by the final two firms above (jointly). The fines have been paid. The firms also agreed to an undertaking to review, adopt and implement policies and procedures reasonably designed to comply with books and records rules.
STATE OF MISSOURI SETTLEMENT On February 16, 2017, A.G. Edwards (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Missouri. The action involved a Missouri Residents claim that his ex-wife misappropriated over $300,000 out of his IRA account during the period between August 2001 and July 2007, and the State of Missouri alleged a failure by the firm to supervise the completeness and accuracy of the early IRA distribution forms associated with the withdrawals. Without admitting or denying liability, the firm consented to a censure and agreed to pay $25,672.17 to the Missouri Secretary of States Investor Education Fund to fully resolve the matter.
POSSESSION AND CONTROL OF ALTERNATIVE INVESTMENTS On November 22, 2016 First Clearing LLC entered into a settlement agreement with FINRA without admitting or denying the allegations that the firm failed to collect no-lien letters from investment sponsors, reconcile customer positions and afford the proper regulatory accounting treatment for positions held at the sponsor in First Clearing IRA accounts. First Clearing agreed to pay a fine of $750,000.
CONSOLIDATED REPORTS On December 5, 2016 Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC) entered into a settlement agreement with FINRA without admitting or denying the allegations that the Firm failed to establish maintain and enforce a reasonable supervisory system for the use of consolidated reports generated by financial advisors.. Wells Fargo Clearing Services, LLC agreed to pay a fine of $1,000,000.
FINRA SETTLEMENT On May 16, 2017, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC concerning unsuitable recommendations and supervisory failures relative to sales of certain non-traditional exchange traded products (ETPs) in violation of FINRA and NASD rules for the period July 1, 2010 to May 1, 2012. Without admitting or denying the findings, the firms accepted a censure and agreed to restitution to certain clients totaling $3,411,478.78.
FINRA SETTLEMENT On June 21, 2017, Wells Fargo Securities, LLC entered into a settlement agreement with FINRA without admitting or denying the allegations of improper reporting of conventional over-the-counter option positions under FINRA large option position reporting rules. The firm consented to a censure, payment of a $3.25 million fine, and an undertaking to review its supervisory systems related to large options position reporting.
SEC ORDER - On November 13, 2017, the SEC announced that Wells Fargo Advisors, LLC agreed to settle charges that it violated Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-8 by failing to file and timely file Suspicious Activity Reports between approximately March 2012 and June 2013. Without admitting or denying the allegations, the firm agreed to a cease and desist order, a censure, and a civil penalty of $3,500,000. Wells Fargo Advisors also agreed to voluntarily undertake a review and update of its policies and procedures and develop and conduct additional training.
NOTE: In addition to the above matters, certain of Wells Fargo & Companys affiliates, including Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC), Wells Fargo Securities, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in each entitys Form BD as filed with the Securities and Exchange Commission and in other regulatory reports, which descriptions are hereby incorporated by reference.
Exhibit 99.1
JOINT FILING AGREEMENT
This Statement is filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 11 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by Wells Fargo Municipal Capital Strategies, LLC.
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees that the Statement to which this agreement is attached shall be filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Date: November 17 , 2017
WELLS FARGO & COMPANY | ||
By: | /s/ Michael Choquette | |
Name: | Michael Choquette | |
Title: | Designated Signer | |
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC | ||
By: | /s/ Adam Joseph | |
Name: | Adam Joseph | |
Title: | President |
Exhibit 99.2
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints each of Bette F. Andrews, Michael J. Choquette, and Robert S. Prigge, acting alone, the undersigneds true and lawful attorney-in-fact to:
(1) complete and sign, for and on behalf of the undersigned, all reports and filings required by Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the Section 13 Reports);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file any such Section 13 Reports, or any amendment thereto, with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present and acting, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 13 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall not revoke any previous Power of Attorney granted by the undersigned with respect to the subject matter hereof, and shall remain in full force and effect until the undersigned is no longer required to file Section 13 Reports, unless earlier revoked by the undersigned in a subsequently executed Power of Attorney or a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of March, 2015.
WELLS FARGO & COMPANY | ||
By: | /s/ Anthony R. Augliera | |
Anthony R. Augliera | ||
Senior Vice President and Secretary |
Exhibit 99.11
Agreement to Transition the 2016 Special Rate Period for Series 2 Variable Rate Demand Preferred Shares (the Series 2 VDRP Shares) of Nuveen Pennsylvania Quality Municipal Income Fund (the Fund)
Dated as of November 16, 2017
1. In accordance with the Notice of Special Rate Period (Designating a Subsequent Rate Period as a Special Rate Period for Series 2 Variable Rate Demand Preferred Shares) (the Original Notice), effective November 17, 2016, Wells Fargo Municipal Capital Strategies, LLC (Wells Fargo), as the Required Designated Owners, hereby:
(i) agrees to the terms set forth in the attached Notice of Special Rate Period (Transitioning the 2016 Special Rate Period to the Adjustable Rate Special Rate Period for the Series 2 Variable Rate Demand Preferred Shares) (the Notice of Adjustable Rate Period and the Special Rate Period established thereby, the Adjustable Rate Special Rate Period), and to the transition to the Adjustable Rate Special Rate Period, effective November 16, 2017 following the execution and delivery of this agreement, receipt by Wells Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibits A-1, A-2 and A-3 hereto, and the execution and delivery to Wells Fargo by the Fund of the Notice of Adjustable Rate Period, upon the terms and subject to the conditions set forth therein; and
(ii) in accordance with Section 3.3(a) of the Original Notice, irrevocably waives its right to the Mandatory Tender of its Series 2 VRDP Shares otherwise provided in Section 3.3 of the Original Notice in connection with the designation of and transition to the Adjustable Rate Special Rate Period and agrees to retain its Series 2 VRDP Shares as of November 16, 2017, subject to its right to transfer such shares in accordance with the Original Notice and the Notice of Adjustable Rate Period, as applicable.
(iii) waives the minimum notice period otherwise required for amendment of the Tender and Paying Agent Agreement in the form attached hereto as Exhibit B.
2. The parties to this agreement agree that the foregoing agreements and waiver shall be binding on the current Holders and Designated Owners, and each subsequent Holder and Designated Owner of the Series 2 VRDP Shares.
3. The parties to this agreement further agree that, effective November 16, 2017:
(i) | References to the Notice in the Series 2 Variable Rate Demand Preferred Shares (VRDP) Remarketing Purchase Agreement, dated as of November 17, 2016 (the Purchase Agreement), between the Fund and Wells Fargo, shall be deemed to be to the Notice of Adjustable Rate Period, and that, as modified hereby, the Purchase Agreement shall continue in full force and effect with respect to the Adjustable Rate Special Rate Period. |
(ii) | References to the 2016 Special Rate Period in the Purchase Agreement shall be deemed to be to the Adjustable Rate Special Rate Period. |
(iii) | References to Designated Owner or Designated Owners in the Purchase Agreement shall be deemed to be to Beneficial Owner or Beneficial Owners, respectively, as defined in the Notice of Adjustable Rate Period. |
(iv) | The final paragraph of Section 7.15 of the Purchase Agreement is hereby amended and restated as follows: |
In addition, if the Board of Trustees shall designate a replacement (the Replacement) to the SIFMA Municipal Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Notice of Adjustable Rate Period, the Fund shall notify the Holders of the Series 8 VRDP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the Replacement, the Board of Trustees shall designate a replacement to the Replacement as agreed to between the Fund and the Majority Participants. In such event, the Replacement initially approved by the Board of Trustees shall be the replacement to the SIFMA Municipal Swap Index in effect for purposes of the Notice of Adjustable Rate Period until a new replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
(v) | Exhibit E to the Purchase Agreement is amended and restated in the form attached hereto. |
4. The Fund agrees to pay the reasonable legal fees and expenses of counsel to Wells Fargo incurred in connection with the Notice of Adjustable Rate Period and the implementation thereof.
5. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Original Notice.
6. This agreement shall be construed in accordance with and governed by the laws of the State of New York, except section 7 below, which shall be construed with and governed by the domestic law of the Commonwealth of Massachusetts, in each case without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.
THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS CONSENT.
The parties hereto hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other party hereto on any matters whatsoever arising out of or in any way connected with this consent.
2
7. A copy of the Funds Declaration is on file with the Secretary of the Commonwealth of Massachusetts. This consent has been executed on behalf of the Fund by an officer thereof in such capacity and not individually and the obligations of the Fund hereunder are not binding upon such officer, any of the trustees or the shareholders individually but are binding only upon the assets and property of the Fund.
8. This agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.
[Signature Page Follows]
3
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, as the Required Designated Owners and Purchaser | ||
By: | /s/ Adam Joseph | |
Name: Adam Joseph | ||
Title: President | ||
NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND | ||
By: | /s/ Mark Winget | |
Name: Mark Winget | ||
Title: Assistant Vice President |
4
EXHIBIT A
FORMS OF OPINIONS OF COUNSEL FOR THE FUND
5
EXHIBIT A-1
FORM OF CORPORATE AND 1940 ACT OPINION
[ON FILE]
6
EXHIBIT A-2
FORM OF TAX OPINION
[ON FILE]
7
EXHIBIT A-3
FORM OF LOCAL COUNSEL OPINION
[ON FILE]
8
EXHIBIT B
FORM OF TENDER AND PAYING AGENT AGREEMENT
[ON FILE]
9
EXHIBIT E
SECTORS
Consumer Discretionary
Consumer Staples
Tobacco
Education and Civic Organizations
Energy
Health Care
Housing/Multifamily
Housing/Single Family
Industrials
Information Technology
Long Term Care
Materials
Mutual Fund
Sovereign & Sovereign Agency Debt
Telecommunication Services
Airport Industrial Development Revenue
Airport
Other Transportation
Parking
Port Authority
Toll Roads
US Guaranteed
Utilities
Resource Recovery
Water and Sewer
Other
10
Exhibit 99.12
Agreement to Extend the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares (the Series 3 VDRP Shares) of Nuveen Pennsylvania Quality Municipal Income Fund (the Fund)
Dated as of November 16, 2017
1. In accordance with the Notice of Special Rate Period (Designating a Subsequent Rate Period as a Special Rate Period for Series 3 Variable Rate Demand Preferred Shares) (the Original Notice), effective November 17, 2016, Wells Fargo Municipal Capital Strategies, LLC (Wells Fargo), as the Required Designated Owners, hereby:
(i) agrees to the terms set forth in the attached Notice of Special Rate Period (Extending the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares) (the Extension Notice), and to the extension, effective November 16, 2017, following the execution and delivery of this agreement, and the execution and delivery to Wells Fargo by the Fund of the Extension Notice, of the 2016 Special Rate Period to November 14, 2018, upon the terms and subject to the conditions set forth therein; and
(ii) in accordance with Section 3.3(a) of the Original Notice, irrevocably waives its right to the Mandatory Tender of its Series 3 VRDP Shares otherwise provided in Section 3.3 of the Original Notice in connection with the extension of the 2016 Special Rate Period and agrees to retain its Series 3 VRDP Shares as of November 16, 2017, subject to its right to transfer such shares in accordance with the Original Notice and the Extension Notice, as applicable.
2. The parties to this agreement agree that the foregoing agreements and waiver shall be binding on the current Holders and Designated Owners, and each subsequent Holder and Designated Owner of the Series 3 VRDP Shares.
3. The parties to this agreement further agree that, effective November 16, 2017:
(i) | references to the Notice in the Series 3 Variable Rate Demand Preferred Shares (VRDP) Remarketing Purchase Agreement, dated as of November 17, 2016 (the Purchase Agreement), between the Fund and Wells Fargo, shall be deemed to be to the Extension Notice, and that, as modified hereby, the Purchase Agreement shall continue in full force and effect with respect to the 2016 Special Rate Period as so extended; and |
(ii) | Exhibit E to the Purchase Agreement is amended and restated in the form attached hereto. |
4. The Fund agrees to pay the reasonable legal fees and expenses of counsel to Wells Fargo incurred in connection with the Extension Notice and the implementation thereof.
5. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Original Notice.
6. This agreement shall be construed in accordance with and governed by the laws of the State of New York, except section 7 below, which shall be construed with and governed by the domestic law of the Commonwealth of Massachusetts, in each case without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.
THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS CONSENT.
The parties hereto hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other party hereto on any matters whatsoever arising out of or in any way connected with this consent.
7. A copy of the Funds Declaration is on file with the Secretary of the Commonwealth of Massachusetts. This consent has been executed on behalf of the Fund by an officer thereof in such capacity and not individually and the obligations of the Fund hereunder are not binding upon such officer, any of the trustees or the shareholders individually but are binding only upon the assets and property of the Fund.
8. This agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.
[Signature Page Follows]
2
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, as the Required Designated Owners and Purchaser | ||
By: | /s/ Adam Joseph | |
Name: Adam Joseph | ||
Title: President | ||
NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND | ||
By: | /s/ Mark Winget | |
Name: Mark Winget | ||
Title: Assistant Vice President |
3
EXHIBIT E
SECTORS
Consumer Discretionary
Consumer Staples
Tobacco
Education and Civic Organizations
Energy
Health Care
Housing/Multifamily
Housing/Single Family
Industrials
Information Technology
Long Term Care
Materials
Mutual Fund
Sovereign & Sovereign Agency Debt
Telecommunication Services
Airport Industrial Development Revenue
Airport
Other Transportation
Parking
Port Authority
Toll Roads
US Guaranteed
Utilities
Resource Recovery
Water and Sewer
Other
4