Nuveen California Quality Municipal Income Fund N-2ASR
Exhibit 99(g)(3)
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 Asset Breakpoint Level |
Complex-Level Fee Rate at Breakpoint 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 |
| by: | /s/ Mark Czarniecki | ||
| Vice President |
| Attest: | /s/ Celeste Clayton | |
| NUVEEN FUND ADVISORS, LLC |
| by: | /s/ John M. McCann | ||
| 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