SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
This Second Amendment (“Amendment”) ls entered into and effective as of this the 26th day of February, 2018, and hereby amends that certain Transfer Agency and Service Agreement by and among each Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) {each such investment company, a “Fund”), and Computershare Inc., (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., (“Trust Company”, and together with Computershare, “Transfer Agent”) dated June 15, 2017 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Funds and Transfer Agent are parties to the Agreement; and
WHEREAS, the Funds and Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment to the Agreement. The Fee and Service Schedule for Stock Transfer Services (the “Schedule’’) of the Agreement is hereby amended by deleting Section 4 “Preferred Share Services” in its entirety and replacing it with the following new Section 4: |
“4, PREFERRED SHARES SERVICES
Issuance of Preferred Shares. The parties acknowledge that certain Funds intend to issue series of preferred shares to be designated as MuniFund Term Preferred (“MTP”) Shares, Variable Rate MuniFund Term Preferred (“VMTP’’) Shares, Variable Rate Term Preferred (“VRTP”) Shares, Term Preferred Shares (“TPS”), or Adjustable Rate MuniFund Term Preferred Share (“AMTP” and collectively with MTP, VMTP, VRTP, and TPS, the “Preferred Shares”), pursuant to a Statement Establishing and Fixing the Rights and Preferences of the applicable Shares (each, a “Statement”), a copy of which shall be provided to Transfer Agent by the Fund. In connection with such Statement, Transfer Agent has agreed to perform the obligations of Redemption and Paying Agent as described in such Statement and provide the Services solely as set forth herein in Sections 3 and 4, as applicable.
MTP, VMTP. VRPT, TPS, and AMTP Funds (per Fund)**
| $xxxxx |
Monthly Administrative Fee | |
| $xxxxx |
Monthly Fee per Additional Series of Shares | |
| $xxxxx | Per Cusip - Full Redemption | |
| $xxxxx | Per Cusip - Partial Redemption |
**If at any time Shares of any Fund are not held by The Depository Trust Company (“DTC”) as the sole registered Shareholder in book-entry form through the Direct Registration System (“DRS”), Transfer Agent shall have the right to propose an amendment to the foregoing fees to reflect the additional costs related to providing the Services contemplated hereby with respect to additional registered holders of such Shares or shall have the right to terminate its Services hereunder with respect to such Shares of such Fund only, upon 90 days’ prior written notice. In addition, if such amendment is not acceptable to such Fund, it may terminate Transfer Agent’s services with respect to such Shares of such Fund only, on 90 days’ prior written notice.
Distribution and Redemption Services for MTP. VMTP, VRTP. TPS. and AMTP Issuing Term Preferred Shares
| • | Maintain a registered Account for DTC (including in its nominee name, Cede & Co.) for each series of Shares issued by a Fund in book entry form through ORS |
| • | Provide dividend disbursing services consisting of effecting wire transfer of dividend payments to DTC on payable date. For each dividend, the applicable Fund shall provide Transfer Agent with the dividend record and payable date as well as the dividend rate per Share. All funds for the payment of dividends must be received by 11:00 A.M. Eastern Time on the payable date via Federal Funds Wire. |
| • | Upon notification that Shares will be redeemed/liquidated, Transfer Agent shall designate a project manager to carry out redemption duties, Including document review, review of communication materials, project management, and on-going project updates and reporting. (For each Fund redemption, Transfer Agent shall be provided with a written Instruction from the Fund setting forth the date of redemption/payable date and the amount to be paid per Share). |
| • | Coordinate the redemption with OTC, and if requested by a Fund, supply the Fund’s Notice of Redemption to OTC or other holders of such Fund’s Shares. |
| • | On the redemption date, debit the registered Shareholder(s) DRS account for the Shares to be redeemed and make payment according to Instructions received from the Fund, including Instructions concerning the redemption price to be paid per Share. All funds for redemption payments must be received by the Trust Company, via Federal Funds Wire by 12:00 Noon, Eastern Time, on the redemption date. |
| • | Hold or cause to be held all funds deposited with Trust Company by a Fund for payment to the holders of the Shares in trust for the benefit of such holders. All interest earned on such funds shall accrue solely for the benefit of such Fund. |
| • | Accept Instructions from the applicable Fund with respect to the investment or reinvestment of any funds consisting of cash deposited prior to the applicable payment date therefor in cash or cash equivalents (short-term), provided that the proceeds of any such investment will be available as same day funds at the opening of business on the applicable payment date. |
| • | In the event of an overpayment of funds by a Fund as a result of an error in calculation or a decrease in the dividend rate on the Shares while funds are being held, cause any such funds paid to Transfer Agent In accordance with the foregoing but not applied by Transfer Agent to the payment of dividends, redemption payments or other payments on the Shares, including Interest earned on such moneys while so held, to be repaid to the applicable Fund as soon as possible after the date on which such funds were to have been so applied, upon the instruction of such Fund. Transfer Agent shall have the right to request an opinion of counsel and/or certification from an officer of the Fund that such return of funds Is in compliance with the Statement Establishing and Fixing the Rights and Preference of Shares for the applicable Fund and applicable law, as well as such other documentation concerning the overpayment as may be reasonably requested.” |
| 2. | Limited Effect. Except as expressly modified herein, the Agreement and the Fee Schedule shall continue to be and shall remain, In full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms. |
| 3. | Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature. |
[Remainder of this page is le Intentionally blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly agreed and authorized, as of the Effective Date.
| Computershare Inc. and Computershare Trust Company, N.A. On Behalf of Both Entities: |
On behalf of each of the Nuveen closed-end investment companies listed on Schedule A attached hereto: | |
| By: /s/ Xxxx X. Xxxxx | ||
| Name: Xxxx X. Xxxxx | ||
| Title: Vice President | ||
| By: /s/ Xxxxxx X. Xxxxxx | ||
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Manager, Contract Administration | ||
Schedule A
NUVEEN CLOSED-END FUNDS
| Fund Name | CPU XXX | Cusip | ||
| Nuveen Municipal Value Fund | NUV | 670928100 | ||
| Nuveen CA Xxxxxxxxx Xxxxx Xxxx | XXX | 00000X000 | ||
| Nuveen NY Municipal Value Fund | NNY | 00000X000 | ||
| Nuveen Municipal Income Xxxx | XXX | 00000X000 | ||
| Nuveen PA Quality Municipal Income Fund | NQP | 670972108 | ||
| Nuveen MI Quality Income Municipal Fund | NUM | 670979103 | ||
| Nuveen OH Quality Municipal Income Fund | NUO | 670980101 | ||
| Nuveen TX Quality Municipal Income Fund | NTX | 670983105 | ||
| Nuveen Select Tax-Free Income Portfolio | NXP | 00000X000 | ||
| Nuveen Select Tax-Free Income Portfolio 2 | NXQ | 00000X000 | ||
| Nuveen CA Select Tax-Free Inc Portfolio | NXC | 00000X000 | ||
| Nuveen NY Select Tax-Free Inc Portfolio | NXN | 00000X000 | ||
| Nuveen Select Tax-Free Income Portfolio 3 | NXR | 00000X000 | ||
| Nuveen Select Maturities Municipal Fund | NIM | 00000X000 | ||
| Nuveen AMT-Free Municipal Credit Income Fund | NVG | 00000X000 | ||
| Nuveen Municipal Credit Income Fund | NZF | 00000X000 | ||
| Nuveen AMT-Free Municipal Income Fund | NEA | 670657105 | ||
| Nuveen NY AMT-Free Quality Municipal Income Fund | NRK | 670656107 | ||
| Nuveen CA AMT-Free Quality Municipal Income Fund | NKX | 670651108 | ||
| Nuveen Floating Rate Income Fund | JFR | 00000X000 | ||
| Nuveen Floating Rate Income Opportunity Fund | JRO | 0000XX000 | ||
| Nuveen AZ Quality Municipal Income Fund | NAZ | 00000X000 | ||
| Nuveen MD Quality Municipal Income Fund | NMY | 00000X000 | ||
| Nuveen MA Quality Municipal Income Fund | NMT | 00000X000 | ||
| Nuveen VA Quality Municipal Income Fund | NPV | 00000X000 | ||
| Nuveen CT Quality Municipal Income Xxxx | XXX | 00000X000 | ||
| Nuveen MO Quality Municipal Income Fund | NOM | 00000X000 | ||
| Nuveen NC Quality Municipal Income Fund | NNC | 00000X000 | ||
| Nuveen Quality Municipal Income Fund | NAD | 00000X000 | ||
| Nuveen NY Quality Municipal Income Fund | NAN | 00000X000 | ||
| Nuveen CA Quality Municipal Income Fund | NAC | 00000X000 | ||
| Nuveen Senior Income Fund | XXX | 00000X000 | ||
| Nuveen NJ Quality Municipal Income Fund | NXJ | 00000X000 | ||
| Nuveen Real Estate Income Fund | JRS | 00000X000 | ||
| Nuveen GA Quality Municipal Income Fund | NKG | 00000X000 | ||
| Nuveen Preferred Securities Income Fund | JPS | 00000X000 | ||
| Nuveen Preferred Income Opportunities Fund | JPC | 00000X000 | ||
| Nuveen Credit Strategies Income Fund | JQC | 00000X000 | ||
| Nuveen Diversified Dividend and Income Fund | JDD | 0000XX000 | ||
| Nuveen Municipal High Income Opportunity Fund | NMZ | 670682103 | ||
| Nuveen Tax-Advantaged Total Return Strategy Fund | JTA | 00000X000 | ||
| Nuveen S&P 500 Buy-Write Income Fund | JPZ | 0000XX000 | ||
| Nuveen S&P 500 Dynamic Overwrite Fund | JPG | 0000XX000 | ||
| Nuveen Core Equity Alpha Fund | JCE | 00000X000 | ||
| Nuveen Tax-Advantaged Dividend Growth Fund | JTD | 00000X000 | ||
| Nuveen Municipal Value Fund 2 | NUW | 670695105 | ||
| Nuveen NY Municipal Value Fund 2 | NYVF | 670706100 | ||
| Nuveen CA Municipal Value Fund 2 | NCB | 0000XX000 | ||
| Nuveen PA Municipal Value Fund | NPN | 00000X000 | ||
| Nuveen NJ Municipal Value | NJV | 670702109 |
| Nuveen Enhanced Municipal Value Fund | NEVF | 00000X000 | ||
| Nuveen Mortgage Opportunity Term Fund | JLS | 670735109 | ||
| Nuveen Mortgage Opportunity Term Fund 2 | JMT | 00000X000 | ||
| Nuveen Build America Xxxx Xxxx | XXX | 00000X000 | ||
| Nuveen Build America Bond Opportunity Fund | NBDF | 00000X000 | ||
| Nuveen NASDAQ 100 Dynamic Overwrite Fund | QQQF | 670699107 | ||
| Nuveen Energy MLP Total Return Fund | JMF | 00000X000 | ||
| Nuveen Short Duration Credit Opportunities Fund | JSD | 00000X000 | ||
| Nuveen Real Asset Income and Growth Fund | JRI | 00000X000 | ||
| Nuveen Preferred and Income Xxxx Xxxx | XXX | 00000X000 | ||
| Nuveen Intermediate Duration Municipal Term Fund | NID | 670671106 | ||
| Nuveen Intermediate Duration Quality Municipal Term Fund | NIQ | 670677103 | ||
| Nuveen All Cap Energy MLP Opportunities Fund | JMLP | 67075 E108 | ||
| Nuveen Multi-Market Income Fund | JMM | 00000X000 | ||
| Nuveen Emerging Markets Debt 2022 Target Term Fund | JEMD | 00000X000 | ||
| Nuveen MN Quality Municipal Income Fund | NMS | 670734102 | ||
| Nuveen Global High Income Fund | JGH | 00000X000 | ||
| Nuveen Dow 30 Dynamic Overwrite Fund | DIAX | 00000X000 | ||
| Nuveen High Income 2020 Target Fund | JHY | 00000X000 | ||
| Nuveen High Income Dec 2018 Target Term | XXX | 00000X000 | ||
| Nuveen Municipal 2021 Target Term Fund | NHA | 670687102 | ||
| Nuveen High Income Nov 2021 Target Term | JHB | 00000X000 | ||
| Nuveen High Income Dec 2019 Target Term | JHD | 6 7076E107 | ||
| Nuveen Preferred & Income 2022 Term Fund | JPT | 00000X000 | ||
| Nuveen Credit Opportunity 2022 Target Term Fund | JCO | 00000X000 |
| Nuveen JFRT Term Preferred Shares Series 2027 | JFRT | 00000XXX0 | ||
| Nuveen JROT Term Preferred Shares Series 2027 | JROT | 0000XXXX0 | ||
| Nuveen XXXX Xxx Xxxx XxxxXxxx Xxxx 0000 | NADR | 00000X000 | ||
| Nuveen Var Rate Munifund Term PFD 2019-1 | NADT | 00000X000 | ||
| Nuveen XXXX Xxx Xxxx XxxxXxxx Xxxx 0000 | NEAR | 670657840 | ||
| Nuveen Variable Rate MuniFund Series 2018 | NIQP | 670677111 | ||
| Nuveen NUM Var Rate MuniFund Series 2019 | NUMW | 670979806 | ||
| Nuveen NZF Var Rate MuniFund Term Pfd 2019 | NZFW | 00000X000 | ||
| Nuveen NAD Variable Rate MuniFund Term Pfd 2019 | VNAD | 00000X000 | ||
| Nuveen NAN Variable Rate MuniFund Term Pfd 2019 | VNAN | 00000X000 | ||
| Nuveen NAZ Var Rate MuniFund Pfd 2019 | VNAZ | 00000X000 | ||
| Nuveen XXX Xxxxxxxx Xxxx XxxxXxxx 0000 | XXXX | 670657873 | ||
| Nuveen Variable Rate MuniFund Term Pfd Series 2018 | VNID | 670671304 | ||
| Nuveen XXXX Xxx Xxxx XxxxXxxx Xxxx 0000 | VNKG | 00000X000 | ||
| Nuveen NMS Variable Rate MuniFund Term Pfd 2019 | VNMS | 670734409 | ||
| Nuveen NMY Variable Rate MuniFund Term Pfd 2019 | VNMY | 00000X000 | ||
| Nuveen NNC Variable Rate MuniFund Term Pfd 2019 | VNNC | 00000X000 | ||
| Nuveen VNQP Xxx Xxxx XxxxXxxx Xxxx 0000 | VNQP | 670972868 | ||
| Nuveen VNTC Xxx Xxxx XxxxXxxx Xxxx 0000 | VNTC | 00000X000 | ||
| Nuveen XXXX Xxxx Xxx Xxxxxx 0000 | XXXX | 00000XXX0 | ||
| Nuveen JROP Term Pfd Shr Series 2023 | JROP | 0000XXXX0 | ||
| Nuveen NAC Variable Rate MuniFund Term Preferred 2019 | NACV | 00000X000 | ||
| Nuveen Variable Rate MuniFund Term Pfd Series 2018 | NMZX | 670682806 | ||
| Nuveen Munifund Variable Rate Preferred Series 2018 | NOMV | 00000X000 | ||
| Nuveen NSL Term Preferred Shares Series 2021 | XXXX | 00000XXX0 | ||
| Nuveen JSD Term Preferred Shares Series 2020 | PJSD | 00000XXX0 | ||
| Nuveen NHA Variaple Rate Munifund Term Preferred Series 2016 | VNHA | 670687201 |
| Nuveen Variable Rate MuniFund Term Preferred shares Series 2018 | VNVG | 00000X000 | ||
| Nuveen JFRR Term Preferred Shares Series 0000 | XXXX | 00000XXX0 | ||
| Xxxxxx JROR Term Preferred Shares Series 2022 | JROR | 0000XXXX0 | ||
| Nuveen PJRO Term Preferred Shares 2022-1 | PJRO | 0000XXXX0 | ||
| Nuveen XXX Xxxx Xxxxxxxxx Xxxxxx 0000 | XXXX | 00000XXX0 |
Schedule A cont.
NUVEEN CLOSED-END FUNDS
| NUVEEN CLOSED-END FUND | TICKER SYMBOL | CPU ID |
