MATERIAL AMENDMENTS 3 continuanceammendment_0331.htm LEGAL EXHIBIT - 03.31.24 PDFtoHTML Conversion Output

CONTINUANCE and AMENDMENT OF MANAGEMENT AGREEMENTS

Agreement made as of this 1st day of May 2024, by and between the entities listed on Appendix A (the "Funds") and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the "Adviser"), to be effective May 1, 2024.

WITNESSETH THAT:

WHEREAS, the parties hereto are the contracting parties under each certain Investment Management Agreement (the "Agreements") pursuant to which the Adviser furnishes investment management and other services to each Fund; and

WHEREAS, the Agreements for all of the Funds except those listed in Appendix B hereto terminate on August 1, 2024, unless continued in the manner required by the Investment Company Act of 1940; and

WHEREAS, the Adviser and the Board of Directors/Trustees of the Funds have agreed to amend Schedule B of the Agreement for Nuveen Real Estate Securities Fund to lower the Fund's fund-level management fee rate as specified in Appendix C hereto; and

WHEREAS, the Adviser and the Board of Directors/Trustees have agreed to amend the description and calculation of the Complex-Level Fee (as defined in each relevant Fund's respective Agreement) as specified in Appendix D hereto; and

WHEREAS, the Board of Directors/Trustees, at meetings held April 18-19, 2024, have approved:

(i)the continuance of each Agreement, except those for the Funds listed in Appendix B hereto, until May 1, 2025, in the manner required by the Investment Company Act of 1940, as amended; (ii) the amendments to Schedule B of the Agreement for Nuveen Real Estate Securities Fund as specified in Appendix C hereto; and

(iii)the amendments to the Complex-Level Fee specified in Appendix D hereto.

NOW THEREFORE, in consideration of the mutual covenants contained in each Agreement the parties hereto do hereby continue and amend the Agreements as specified herein and ratify and confirm the Agreements, as amended, in all respects.

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written.

On behalf of the Nuveen Funds

Listed on Appendix A

/s/ Mark Czarniecki

By:

Mark Czarniecki (May 1, 2024 16:04 CDT)

 

Vice President

 

Attest: /s/ Celeste Clayton

NUVEEN FUND ADVISORS, LLC

/s/ John M. McCann

By: John M. McCann (May 1, 2024 18:04 EDT)

Managing Director

Attest: /s/ Celeste Clayton

 

Appendix A

As of May 1, 2024

NUVEEN OPEN-END MUTUAL FUNDS

NUVEEN MUNICIPAL TRUST

Nuveen All-American Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen Short Duration High Yield Municipal Bond Fund

Nuveen Strategic Municipal Opportunities Fund

NUVEEN MULTISTATE TRUST I

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Maryland Municipal Bond Fund

Nuveen New Mexico Municipal Bond Fund

Nuveen Pennsylvania Municipal Bond Fund

Nuveen Virginia Municipal Bond Fund

NUVEEN MULTISTATE TRUST II

Nuveen California Municipal Bond Fund

Nuveen California High Yield Municipal Bond Fund

Nuveen Connecticut Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund

Nuveen New Jersey Municipal Bond Fund

Nuveen New York Municipal Bond Fund

NUVEEN MULTISTATE TRUST III

Nuveen Georgia Municipal Bond Fund

Nuveen Louisiana Municipal Bond Fund

Nuveen North Carolina Municipal Bond Fund

NUVEEN MULTISTATE TRUST IV

Nuveen Kansas Municipal Bond Fund

Nuveen Kentucky Municipal Bond Fund

Nuveen Michigan Municipal Bond Fund

Nuveen Missouri Municipal Bond Fund

Nuveen Ohio Municipal Bond Fund

Nuveen Wisconsin Municipal Bond Fund

NUVEEN INVESTMENT TRUST

Nuveen Global Equity Income Fund

Nuveen Large Cap Value Fund name change to Nuveen Large Cap Value Opportunities Fund eff. 5/1/24 Nuveen Multi Cap Value Fund

Nuveen Small/Mid Cap Value Fund

Nuveen Small Cap Value Opportunities Fund

NUVEEN INVESTMENT TRUST II

Nuveen Equity Long/Short Fund

Nuveen International Value Fund

 

Nuveen Dividend Growth Fund

Nuveen Global Dividend Growth Fund

Nuveen International Dividend Growth Fund

Nuveen International Small Cap Fund

Nuveen Winslow Large-Cap Growth ESG Fund

NUVEEN INVESTMENT TRUST III

Nuveen Floating Rate Income Fund

Nuveen High Yield Income Fund

NUVEEN INVESTMENT TRUST V

Nuveen Global Real Estate Securities Fund

Nuveen Flexible Income Fund

Nuveen Preferred Securities and Income Fund

NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST

Municipal Total Return Managed Accounts Portfolio

Nuveen Core Impact Bond Managed Accounts Portfolio

Nuveen Emerging Markets Debt Managed Accounts Portfolio

Nuveen High Yield Managed Accounts Portfolio

Nuveen Preferred Securities and Income Managed Accounts Portfolio

Nuveen Securitized Credit Managed Accounts Portfolio

Nuveen Ultra Short Municipal Managed Accounts Portfolio

NUVEEN INVESTMENT FUNDS, INC.

Nuveen Dividend Value Fund Nuveen Global Infrastructure Fund Nuveen Credit Income Fund Nuveen Large Cap Select Fund

Nuveen Mid Cap Growth Opportunities Fund

Nuveen Mid Cap Value Fund name change to Nuveen Mid Cap Value 1 Fund eff. 5/1/24 Nuveen Minnesota Intermediate Municipal Bond Fund

Nuveen Minnesota Municipal Bond Fund

Nuveen Nebraska Municipal Bond Fund

Nuveen Oregon Intermediate Municipal Bond Fund Nuveen Real Asset Income Fund

Nuveen Real Estate Securities Fund Nuveen Short Term Municipal Bond Fund Nuveen Small Cap Growth Opportunities Fund Nuveen Small Cap Select Fund

Nuveen Small Cap Value Fund

Nuveen Strategic Income Fund

NUVEEN EXCHANGE-TRADED FUNDS

NuSHARES ETF TRUST

Nuveen Enhanced Yield U.S. Aggregate Bond ETF (NUAG)

Nuveen Short-Term REIT ETF (NURE)

Nuveen ESG Large-Cap Growth ETF (NULG)

Nuveen ESG Large-Cap Value ETF (NULV)

Nuveen ESG Mid-Cap Growth ETF (NUMG)

Nuveen ESG Mid-Cap Value ETF (NUMV)

 

Nuveen ESG Small-Cap ETF (NUSC)

Nuveen ESG 1-5 Year U.S. Aggregate Bond ETF (NUSA)

Nuveen ESG Emerging Markets Equity ETF (NUEM)

Nuveen ESG International Developed Markets Equity ETF (NUDM)

Nuveen ESG U.S. Aggregate Bond ETF (NUBD)

Nuveen ESG Large-Cap ETF (NULC)

Nuveen ESG High Yield Corporate Bond ETF (NUHY)

Nuveen Dividend Growth ETF (NDVG)

Nuveen Small Cap Select ETF (NSCS)

Nuveen Winslow Large-Cap Growth ESG ETF (NWLG)

Nuveen ESG Dividend ETF (NUDV)

Nuveen Growth Opportunities ETF (NUGO)

Nuveen Global Net Zero Transition ETF (NTZG)

Nuveen Core Plus Bond ETF (NCPB)

Nuveen Preferred and Income ETF (NPFI)

Nuveen Ultra Short Income ETF (NUSB)

Nuveen Sustainable Core ETF (NSCR)

NUVEEN CLOSED-END FUNDS

 

 

TICKER SYMBOL

Nuveen Municipal Value Fund, Inc.

NUV

Nuveen California Municipal Value Fund

NCA

Nuveen New York Municipal Value Fund

NNY

Nuveen Municipal Income Fund, Inc.

NMI

Nuveen AMT-Free Municipal Value Fund

NUW

Nuveen Select Maturities Municipal Fund

NIM

Nuveen Select Tax-Free Income Portfolio

NXP

Nuveen California Select Tax-Free Income Portfolio

NXC

Nuveen New York Select Tax-Free Income Portfolio

NXN

Nuveen Real Estate Income Fund

JRS

Nuveen Preferred & Income Opportunities Fund

JPC

Nuveen Credit Strategies Income Fund

JQC

Nuveen S&P 500 Buy-Write Income Fund

BXMX

Nuveen S&P 500 Dynamic Overwrite Fund

SPXX

Nuveen Core Equity Alpha Fund

JCE

Nuveen Mortgage and Income Fund f/k/a Nuveen Mortgage Opportunity Term Fund

JLS

Nuveen Taxable Municipal Income Fund f/k/a Nuveen Build America Bond Fund (11/19/18)

NBB

Nuveen Real Asset Income and Growth Fund

JRI

Nuveen Preferred and Income Term Fund

JPI

Nuveen Multi-Market Income Fund

JMM

Nuveen Global High Income Fund

JGH

Nuveen Dow 30SM Dynamic Overwrite Fund

DIAX

Nuveen NASDAQ 100 Dynamic Overwrite Fund

QQQX

Nuveen Core Plus Impact Fund

NPCT

Nuveen Multi-Asset Income Fund

NMAI

Nuveen Variable Rate Preferred & Income Fund

NPFD

Nuveen Floating Rate Income Fund

JFR

Nuveen Pennsylvania Quality Municipal Income Fund

NQP

Nuveen Arizona Quality Municipal Income Fund

NAZ

Nuveen Massachusetts Quality Municipal Income Fund

NMT

Nuveen Virginia Quality Municipal Income Fund

NPV

 

Nuveen Missouri Quality Municipal Income Fund

NOM

Nuveen California Quality Municipal Income Fund

NAC

Nuveen New York Quality Municipal Income Fund

NAN

Nuveen Quality Municipal Income Fund

NAD

Nuveen New Jersey Quality Municipal Income Fund

NXJ

Nuveen Municipal Credit Income Fund

NZF

Nuveen AMT-Free Municipal Credit Income Fund

NVG

Nuveen AMT-Free Quality Municipal Income Fund

NEA

Nuveen California AMT-Free Quality Municipal Income Fund

NKX

Nuveen New York AMT-Free Quality Municipal Income Fund

NRK

Nuveen Municipal High Income Opportunity Fund

NMZ

Nuveen Minnesota Quality Municipal Income Fund

NMS

Nuveen Municipal Credit Opportunities Fund

NMCO

Nuveen Dynamic Municipal Opportunities Fund

NDMO

NUVEEN INTERVAL FUND

 

Nuveen Enhanced High Yield Municipal Bond Fund

 

 

Appendix B

The Agreements for the following Funds have the effective date and initial term specified below and are not subject to continuance as of May 1, 2024.

FUND

EFFECTIVE DATE

INITIAL TERM

Nuveen Core Plus Bond ETF (NCBP)

March 6, 2024

Until August 1, 2025

Nuveen Preferred and Income ETF (NPFI)

March 6, 2024

Until August 1, 2025

Nuveen Ultra Short Income ETF (NUSB)

March 6, 2024

Until August 1, 2025

Nuveen Sustainable Core ETF (NSCR)

March 6, 2024

Until August 1, 2025

Nuveen Ultra Short Municipal Managed

February 29, 2024

Until August 1, 2025

Accounts Portfolio

 

 

 

Appendix C

NUVEEN INVESTMENT FUNDS, INC.

MANAGEMENT AGREEMENT

SCHEDULE B

AMENDED AS OF MAY 1, 2024

The Fund-Level Fee for Nuveen Real Estate Securities Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund:

Average Total Daily Net Assets

Rate

 

 

 

Nuveen Real Estate

 

Securities Fund

 

 

For the first $125 million

0.6500%

 

 

For the next $125 million

0.6375%

 

 

For the next $250 million

0.6250%

 

 

For the next $500 million

0.6125%

 

 

For the next $1 billion

0.6000%

 

 

For the next $3 billion

0.5750%

 

 

For the next $2.5 billion

0.5500%

 

 

For the next $2.5 billion

0.5375%

 

 

Over $10 billion

0.5250%

 

 

Except as provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

 

Appendix D

MEMORIALIZATION OF CHANGES

TO THE COMPLEX-LEVEL FEE IN

NUVEEN OPEN-END AND CLOSED-END FUND

INVESTMENT MANAGEMENT AGREEMENTS

MEMORIALIZATION made as of this 1st day of May, 2024, by and between Nuveen Open-End, Interval and Closed-End Funds (excluding Nuveen Exchange-Traded Funds) listed on Exhibit A (the "Funds"), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the "Adviser").

W I T N E S S E T H

WHEREAS, each Investment Management Agreement between each of the Funds and the Adviser currently in effect includes, as a component of the management fee to be paid by each Fund to the Adviser, a Complex-Level Fee (capitalized terms not otherwise defined herein shall be as defined in each Fund's respective Investment Management Agreement);

WHEREAS, the Adviser and the Board of Directors/Trustees of each of the Funds (the "Board") have agreed to a revised Complex-Level Fee schedule and to include certain assets of the mutual funds overseen by the Board and advised by Teachers Advisors, LLC as Complex- Level Assets for purposes of calculating the Complex-Level Fee, which will have the effect of reducing the fees paid to the Adviser by the Funds.

NOW THEREFORE, the parties hereby memorialize that understanding by replacing the description of the Complex-Level Fee included in each Fund's Investment Management Agreement with the following:

The Complex-Level Fee for each Fund shall be computed by applying the Complex- Level Fee Rate to the average total daily net assets of the Fund if it is an open-end registered investment company or the average total daily managed assets of the Fund if it is a closed-end registered investment company. The Complex-Level Fee Rate shall be determined based upon the aggregate daily net assets of all Eligible Funds, as defined below (with such daily net assets to include — in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund — such leveraging net assets) (such assets referred to as "Complex-Level Assets"), and shall be computed by applying the following annual rate to the average daily Complex-Level Assets:

 

 

Complex-Level

 

 

Fee Rate at

Complex-Level Asset

 

Breakpoint

Breakpoint Level

 

Level

For the first $124.3 billion

 

0.1600%

 

For the next $75.7 billion

0.1350%

For the next $200 billion

0.1325%

For amounts over $400 billion

0.1300%

Except as described below, "Eligible Funds," for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Eligible Funds do not include Nuveen-branded exchange-traded open-end registered investment companies, Nuveen-branded open-end registered investment companies operating as funds-of-funds, Nuveen-branded open-end registered investment companies operating as money market funds, Nuveen-branded open-end registered investment companies operating as index funds, Nuveen Large Cap Responsible Equity Fund or Nuveen Life Large Cap Responsible Equity Fund. Eligible Funds include the active equity and fixed income Nuveen-branded open-end registered investment companies advised by Teachers Advisors, LLC (except those identified immediately above) (the "Eligible TAL-Advised Funds"); however, Complex-Level Assets will include only the specified percentage of the aggregate average daily net assets of the Eligible TAL-Advised Funds as of the dates noted in the following schedule:

Effective Date

Percent of Eligible TAL-Advised Fund

 

Assets Included as Complex-Level Assets

May 1, 2024

11.00%

May 1, 2025

21.00%

May 1, 2026

31.00%

May 1, 2027

41.00%

May 1, 2028

51.00%

May 1, 2029

61.00%

May 1, 2030

71.00%

May 1, 2031

81.00%

May 1, 2032

91.00%

May 1, 2033

100.00%

Any open-end or closed-end funds that subsequently become a Nuveen-branded fund because either (a) Nuveen, LLC or its affiliates acquire the investment adviser to such funds (or the adviser's parent), or (b) Nuveen, LLC or its affiliates acquire the fund's adviser's rights under the management agreement for such fund (in either case, such acquisition an "Acquisition" and such fund an "Acquired Fund"), will be evaluated by both Nuveen management and the Nuveen Funds' Board, on a case-by-case basis, as to whether or not the assets of such Acquired Funds would be included in Complex- Level Assets and, if so, whether there would be a basis for any adjustments to the complex-level breakpoint schedule and/or its application. Any such adjustments would be reflected in a future amendment to the Agreement.

 

 

IN WITNESS WHEREOF, each Fund and the Adviser have caused this Agreement to be executed as of the day and year above written.

ALL NUVEEN FUNDS LISTED ON EXHIBIT A

/s/ Mark Czarniecki

by: Mark Czarniecki (May 1, 2024 16:04 CDT)

Vice President

Attest: /s/ Celeste Clayton

NUVEEN FUND ADVISORS, LLC

/s/ John M. McCann

by: John M. McCann (May 1, 2024 18:04 EDT)

Managing Director

Attest: /s/ Celeste Clayton

 

EXHIBIT A

As of May 1, 2024

NUVEEN OPEN-END MUTUAL FUNDS

NUVEEN MUNICIPAL TRUST

Nuveen All-American Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen Short Duration High Yield Municipal Bond Fund

Nuveen Strategic Municipal Opportunities Fund

NUVEEN MULTISTATE TRUST I

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Maryland Municipal Bond Fund

Nuveen New Mexico Municipal Bond Fund

Nuveen Pennsylvania Municipal Bond Fund

Nuveen Virginia Municipal Bond Fund

NUVEEN MULTISTATE TRUST II

Nuveen California Municipal Bond Fund

Nuveen California High Yield Municipal Bond Fund

Nuveen Connecticut Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund

Nuveen New Jersey Municipal Bond Fund

Nuveen New York Municipal Bond Fund

NUVEEN MULTISTATE TRUST III

Nuveen Georgia Municipal Bond Fund

Nuveen Louisiana Municipal Bond Fund

Nuveen North Carolina Municipal Bond Fund

NUVEEN MULTISTATE TRUST IV

Nuveen Kansas Municipal Bond Fund

Nuveen Kentucky Municipal Bond Fund

Nuveen Michigan Municipal Bond Fund

Nuveen Missouri Municipal Bond Fund

Nuveen Ohio Municipal Bond Fund

Nuveen Wisconsin Municipal Bond Fund

NUVEEN INVESTMENT TRUST

Nuveen Global Equity Income Fund

Nuveen Large Cap Value Fund name change to Nuveen Large Cap Value Opportunities Fund eff. 5/1/24 Nuveen Multi Cap Value Fund

Nuveen Small/Mid Cap Value Fund

Nuveen Small Cap Value Opportunities Fund

NUVEEN INVESTMENT TRUST II

Nuveen Equity Long/Short Fund

Nuveen International Value Fund

 

Nuveen Dividend Growth Fund

Nuveen Global Dividend Growth Fund

Nuveen International Dividend Growth Fund

Nuveen International Small Cap Fund

Nuveen Winslow Large-Cap Growth ESG Fund

NUVEEN INVESTMENT TRUST III

Nuveen Floating Rate Income Fund

Nuveen High Yield Income Fund

NUVEEN INVESTMENT TRUST V

Nuveen Global Real Estate Securities Fund

Nuveen Flexible Income Fund

Nuveen Preferred Securities and Income Fund

NUVEEN INVESTMENT FUNDS, INC.

Nuveen Dividend Value Fund Nuveen Global Infrastructure Fund Nuveen Credit Income Fund Nuveen Large Cap Select Fund

Nuveen Mid Cap Growth Opportunities Fund

Nuveen Mid Cap Value Fund name change to Nuveen Mid Cap Value 1 Fund eff. 5/1/24 Nuveen Minnesota Intermediate Municipal Bond Fund

Nuveen Minnesota Municipal Bond Fund

Nuveen Nebraska Municipal Bond Fund

Nuveen Oregon Intermediate Municipal Bond Fund Nuveen Real Asset Income Fund

Nuveen Real Estate Securities Fund Nuveen Short Term Municipal Bond Fund Nuveen Small Cap Growth Opportunities Fund Nuveen Small Cap Select Fund

Nuveen Small Cap Value Fund

Nuveen Strategic Income Fund

NUVEEN CLOSED-END FUNDS

 

 

TICKER SYMBOL

Nuveen Municipal Value Fund, Inc.

NUV

Nuveen California Municipal Value Fund

NCA

Nuveen New York Municipal Value Fund

NNY

Nuveen Municipal Income Fund, Inc.

NMI

Nuveen AMT-Free Municipal Value Fund

NUW

Nuveen Select Maturities Municipal Fund

NIM

Nuveen Select Tax-Free Income Portfolio

NXP

Nuveen California Select Tax-Free Income Portfolio

NXC

Nuveen New York Select Tax-Free Income Portfolio

NXN

Nuveen Real Estate Income Fund

JRS

Nuveen Preferred & Income Opportunities Fund

JPC

Nuveen Credit Strategies Income Fund

JQC

Nuveen S&P 500 Buy-Write Income Fund

BXMX

Nuveen S&P 500 Dynamic Overwrite Fund

SPXX

Nuveen Core Equity Alpha Fund

JCE

 

Nuveen Mortgage and Income Fund f/k/a Nuveen Mortgage Opportunity Term Fund

JLS

Nuveen Taxable Municipal Income Fund f/k/a Nuveen Build America Bond Fund (11/19/18)

NBB

Nuveen Real Asset Income and Growth Fund

JRI

Nuveen Preferred and Income Term Fund

JPI

Nuveen Multi-Market Income Fund

JMM

Nuveen Global High Income Fund

JGH

Nuveen Dow 30SM Dynamic Overwrite Fund

DIAX

Nuveen NASDAQ 100 Dynamic Overwrite Fund

QQQX

Nuveen Core Plus Impact Fund

NPCT

Nuveen Multi-Asset Income Fund

NMAI

Nuveen Variable Rate Preferred & Income Fund

NPFD

Nuveen Floating Rate Income Fund

JFR

Nuveen Pennsylvania Quality Municipal Income Fund

NQP

Nuveen Arizona Quality Municipal Income Fund

NAZ

Nuveen Massachusetts Quality Municipal Income Fund

NMT

Nuveen Virginia Quality Municipal Income Fund

NPV

Nuveen Missouri Quality Municipal Income Fund

NOM

Nuveen California Quality Municipal Income Fund

NAC

Nuveen New York Quality Municipal Income Fund

NAN

Nuveen Quality Municipal Income Fund

NAD

Nuveen New Jersey Quality Municipal Income Fund

NXJ

Nuveen Municipal Credit Income Fund

NZF

Nuveen AMT-Free Municipal Credit Income Fund

NVG

Nuveen AMT-Free Quality Municipal Income Fund

NEA

Nuveen California AMT-Free Quality Municipal Income Fund

NKX

Nuveen New York AMT-Free Quality Municipal Income Fund

NRK

Nuveen Municipal High Income Opportunity Fund

NMZ

Nuveen Minnesota Quality Municipal Income Fund

NMS

Nuveen Municipal Credit Opportunities Fund

NMCO

Nuveen Dynamic Municipal Opportunities Fund

NDMO

NUVEEN INTERVAL FUND

 

Nuveen Enhanced High Yield Municipal Bond Fund