0001140361-16-071747 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2016 • Bank of America Corp /De/ • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), executed as of July 1, 2016, is made by and among Nuveen Minnesota Municipal Income Fund, a closed-end fund formed in Massachusetts (the “Fund”), Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors by merger or operation of law (“Banc of America”) and Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors by merger or operation of law (“Blue Ridge”) (together with Banc of America, the “Shareholders”).

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VMTP PURCHASE AND EXCHANGE AGREEMENT Nuveen Minnesota Municipal Income Fund and Banc of America Preferred Funding Corporation and Blue Ridge Investments, L.L.C. July 1, 2016
VMTP Purchase and Exchange Agreement • July 6th, 2016 • Bank of America Corp /De/ • National commercial banks • New York

VMTP PURCHASE AND EXCHANGE AGREEMENT dated as of July 1, 2016 (the “Agreement”) by and among NUVEEN MINNESOTA MUNICIPAL INCOME FUND, a closed-end fund organized as a Massachusetts business trust (the “Fund”), BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, including its successors by merger or operation of law (“Banc of America”) and BLUE RIDGE INVESTMENTS, L.L.C., a Delaware limited liability company (“Blue Ridge,” and together with Banc of America, the “Purchasers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • July 6th, 2016 • Bank of America Corp /De/ • National commercial banks

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 to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (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.

AMENDMENT TO VOTING TRUST AGREEMENT
Voting Trust Agreement • July 6th, 2016 • Bank of America Corp /De/ • National commercial banks • New York

This amendment (the "Amendment"), dated as of July 1, 2016, to the Voting Trust Agreement, dated as of October 6, 2014, by and among Lord Securities Corporation, as trustee (the "Trustee" or any successor thereto), Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law ("PFC" or a "Purchaser"), Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors and assigns by operation of law ("Blue Ridge" or a "Purchaser" and, together with PFC, the "Purchasers") and Institutional Shareholder Services Inc. (the "Voting Consultant" or any successor thereto) relating to certain voting and consent matters concerning Variable Rate Muni Term Preferred Shares ("VMTP Preferred Shares") of Nuveen Minnesota Municipal Income Fund (the "Fund") (the "Agreement") is entered into among the Trustee, the Purchasers and the Voting Consultant. Capitalized terms used herein and not otherwise defined herei

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