Exhibit d.2

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

Organized Under the Laws of the Commonwealth of Massachusetts

Series B MFP Shares

$.01 Par Value Per Share

$1,000 Liquidation Preference Per Share

CUSIP NO. 67071L 825

This Certifies that CEDE  & CO. is the owner of TWO HUNDRED THOUSAND fully paid and non-assessable shares of Series B MuniFund Preferred Shares (“MFP Shares”), $.01 par value per share, $1,000 liquidation preference per share, of Nuveen AMT-Free Municipal Credit Income Fund (the “Fund”) transferable only on the books of the Fund by the holder thereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar.

A statement in full, of all the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class or series of the Fund authorized to be issued, will be furnished by the Fund to any shareholder upon request and without charge. The Fund is organized as a Massachusetts business trust.

The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and this Certificate is executed on behalf of the Fund by the officers and not individually and the obligations of the Fund hereunder are not binding upon any of the trustees, officers, or shareholders individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this 7th day of March, 2019 A.D.

FOR VALUE RECEIVED,          hereby sell, assign and transfer unto                              MFP Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint                      Attorney to transfer the said MFP Shares on the books of the within named Fund with full power of substitution in the premises.

Dated                     ,             

In presence of

MFP Shares evidenced by this Certificate may be sold, transferred, or otherwise disposed of only pursuant to the provisions of the Fund’s Statement Establishing and Fixing the Rights and Preferences of such MFP Shares, as modified by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of such MFP Shares Initially Designating the Variable Rate Remarketed Mode (the MFP Shares in the Variable Rate Remarketed Mode, the “VRRM-MFP Shares”), copies of which will be furnished by the Fund to any shareholder upon request and without charge.

The Fund will furnish to any shareholder, upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series of the Fund authorized to be issued, so far as they have been determined, and the authority of the Board of Trustees to determine the relative rights and preferences of subsequent classes or series. Any such request should be addressed to the Secretary of the Fund.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR THE VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE AGREED THAT, IN CONNECTION WITH ANY TRANSFER OF MFP SHARES, IT IS TRANSFERRING TO THE TRANSFEREE THE RIGHT TO RECEIVE FROM THE FUND ANY DIVIDENDS DECLARED AND UNPAID FOR EACH DAY PRIOR TO THE TRANSFEREE BECOMING THE BENEFICIAL OWNER OF THE MFP SHARES IN EXCHANGE FOR PAYMENT OF THE PURCHASE PRICE FOR SUCH MFP SHARES BY THE TRANSFEREE.

Exhibit d.3

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

STATEMENT ESTABLISHING AND FIXING THE

RIGHTS AND PREFERENCES OF SERIES B

MUNIFUND PREFERRED SHARES

(NVG SERIES B MFP)

TABLE OF CONTENTS

i

APPENDIX A: Supplement Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares

ii

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

STATEMENT ESTABLISHING AND FIXING THE

RIGHTS AND PREFERENCES OF SERIES B

MUNIFUND PREFERRED SHARES

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND , a Massachusetts business trust (the “ Fund ”), hereby certifies that:

FIRST: Pursuant to authority expressly vested in the Board of Trustees of the Fund by Article IV of the Fund’s Declaration of Trust, the Board of Trustees has, by resolution, authorized the issuance of preferred shares, $.01 par value per share, classified as MuniFund Preferred Shares with a liquidation preference of $1,000 per share in such one or more series as may be authorized and issued from time to time; and

SECOND: The preferences (including liquidation preference), voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, of the Series B MuniFund Preferred Shares designated below are as follows or as set forth in an amendment or supplement hereto.

DESIGNATION OF SERIES B MFP

Series B: A series of preferred shares, par value $.01 per share, liquidation preference $1,000 per share, is hereby authorized and designated “ Series B MuniFund Preferred Shares ,” also referred to herein as “ Series B MFP ” or “ MFP Shares ,” and references to “such series” with respect to the MFP Shares shall be interpreted as references to “shares of such series,” as the context may require. Each MFP Share shall be issued on a date determined by the Board of Trustees of the Fund or pursuant to their delegated authority; and have such other preferences, voting powers, limitations as to dividends, qualifications and terms and conditions of redemption, in addition to those required by applicable law or as set forth in the Declaration (as defined below), as set forth in this Statement (as defined below), as amended or supplemented. The Fund initially shall designate in Appendix A hereto the additional or different terms and conditions to apply to the MFP Shares for a period commencing on the effective date of this Statement and ending not later than the Term Redemption Date, referred to herein as the “ Initial Mode .” In accordance with the terms and conditions set forth in Section 4 below and, as applicable, Appendix A or any other Supplement (as defined below) hereto as then in effect, the Fund, by means of a further Supplement, may establish a new Mode (as defined below) or, if applicable, extend the Initial Mode or any subsequent Mode to a date not later than the Term Redemption Date, and, if the Initial Mode or any subsequent Mode (in each case, as it may be extended) is designated to end on a date earlier than the Term Redemption Date (including through an optional or accelerated expiration), shall use its reasonable best efforts, to the extent that it can do so on a commercially reasonable basis, to extend such Mode or establish a new Mode to succeed such Mode then in effect for the MFP Shares. In the Supplement for any Mode or Mode extension, the Fund may designate different or additional terms and conditions for the MFP Shares, subject to Section 4(e) of this Statement and the applicable Supplement.

The number of MFP Shares which the Board of Trustees has initially authorized for issuance is 200,000. The Board of Trustees may, from time to time, authorize the issuance of additional MFP Shares in accordance with the terms hereof. The MFP Shares shall constitute a separate series of preferred shares of the Fund and each MFP Share shall be identical.

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DEFINITIONS

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

(a)    “ Additional Amount Payment ” has the meaning if and as set forth in the Supplement for the Mode then in effect.

(b)    “ Agent Member ” means a Person with an account at the Securities Depository that holds one or more MFP Shares through the Securities Depository, directly or indirectly, for a Beneficial Owner and that will be authorized and instructed, directly or indirectly, by a Beneficial Owner to disclose information to the Remarketing Agent, if any, and the Tender and Paying Agent with respect to such Beneficial Owner.

(c)    “ Asset Coverage ” means asset coverage, as defined in Section 18(h) of the 1940 Act as of the effective date of this Statement, of at least 200% or such higher percentage as required and specified in the Supplement for the Mode then in effect, but, in any event, not more than 250%, with respect to all outstanding senior securities of the Fund which are stock, including all Outstanding MFP Shares (or, in each case, if higher, such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are shares of stock of a closed-end investment company as a condition of declaring dividends on its common shares or stock).

(d)    “ Beneficial Owner ” means a Person to the extent such Person is at any time the beneficial owner of MFP Shares, in whose name MFP Shares are recorded as beneficial owner of such MFP Shares by the Securities Depository, an Agent Member or other securities intermediary on the records of such Securities Depository, Agent Member or securities intermediary, as the case may be, or such Person’s subrogee.

(e)    “ Board of Trustees ” means the Board of Trustees of the Fund or any duly authorized committee thereof.

(f)    “ Business Day ” means a day (a) other than a day on which commercial banks in The City of New York, New York are required or authorized by law or executive order to close and (b) on which the New York Stock Exchange is not closed.

(g)    “ Code ” means the Internal Revenue Code of 1986, as amended.

(h)    “ Common Shares ” means the common shares of beneficial interest, par value $.01 per share, of the Fund.

(i)    “ Custodian ” means a bank, as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications prescribed in paragraph 1 of Section 26(a) of the 1940 Act, or such other entity as shall be providing custodian services to the Fund as permitted by the 1940 Act or any rule, regulation, or order thereunder, and shall include, as appropriate, any similarly qualified sub-custodian duly appointed by the Fund.

(j)    “ Date of Original Issue ,” with respect to any MFP Share, means the date on which the Fund initially issued such MFP Share.

(k)    “ Declaration ” means the Declaration of Trust of the Fund, as it may be amended from time to time in accordance with the provisions thereof.

(l)    “ Deposit Securities ” means, as of any date, any United States dollar-denominated security or other investment of a type described below that either (i) is a demand obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory payment date, on

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its face or at the option of the holder, preceding the relevant payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security:

(m)    “ Dividend Payment Date ” has the meaning set forth in paragraph (c) of Section 2 of this Statement.

(n)    “ Dividend Period ” has the meaning as set forth in the Supplement for the Mode then in effect.

(o)    “ Dividend Rate ” has the meaning set forth in paragraph (d)(i) of Section 2 of this Statement.

(p)    “ Electronic Means ” means email transmission, facsimile transmission or other similar electronic means of communication providing evidence of transmission (but excluding online communications systems covered by a separate agreement) acceptable to the sending party and the receiving party, in any case if operative as between the relevant two parties, or, if not operative, by telephone (promptly confirmed by any other method set forth in this definition), which, in the case of notices to the Tender and Paying Agent, shall be sent by such means as set forth in of the Tender and Paying Agent Agreement or as specified in the related notice.

(q)    “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

(r)    “ Fitch ” means Fitch Ratings, Inc., a Delaware corporation, and its successors.

(s)    “ Holder ” means a Person in whose name an MFP Share is registered in the registration books of the Fund maintained by the Tender and Paying Agent.

(t)    “ Initial Mode ” has the meaning set forth in “Designation of Series B MFP” above.

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(u)    “ Investment Adviser ” means Nuveen Fund Advisors, LLC, or any successor company or entity.

(v)    “ Liquidity Account ” has the meaning set forth in paragraph (k)(i) of Section 10 of this Statement.

(w)    “ Liquidation Preference ,” with respect to a given number of MFP Shares, means $1,000 times that number.

(x)    “ Liquidity Requirement ” has the meaning set forth in paragraph (k)(ii) of Section 10 of this Statement.

(y)    “ Liquidity Account Investments ” means any Deposit Security or any other security or investment owned by the Fund that is rated at least A- or the equivalent rating by each NRSRO then rating such security or investment, provided that any such Deposit Security or other security or investment shall be so rated by at least one NRSRO.

(z)    “ Market Value ” of any asset of the Fund means the market value thereof determined by an independent third-party pricing service designated from time to time by the Board of Trustees. The Market Value of any asset shall include any interest accrued thereon. The pricing service shall value portfolio securities at the mean between the quoted bid and asked price or the yield equivalent when quotations are readily available. Securities for which quotations are not readily available shall be valued at fair value as determined by the pricing service using methods which include consideration of: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating; indications as to value from dealers; and general market conditions. The pricing service may employ electronic data processing techniques or a matrix system, or both, to determine valuations.

(aa)    “ Mode ” means the Initial Mode, including any extension thereof, or any subsequent Mode, including any extension thereof, for which terms and conditions of the MFP Shares are designated pursuant to Section 4 of this Statement and the Supplement in effect at the time of designation of such subsequent Mode or any Mode extension and set forth in a further Supplement hereto.

(bb)    “ Moody’s ” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors.

(cc)    “ Municipal Securities ” means municipal securities as described under “The Fund’s Investments – Municipal Securities” in the Prospectus.

(dd)    “ 1940 Act ” means the U.S. Investment Company Act of 1940, as amended.

(ee)    “ Notice of Redemption ” has the meaning specified in paragraph (c) of Section 10 of this Statement.

(ff)    “ NRSRO ” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act that is not an “affiliated person” (as defined in Section 2(a)(3) of the 1940 Act) of the Fund, including, at the date hereof, Fitch, Moody’s and S&P.

(gg)    “ Optional Redemption Premium, ” if any, has the meaning if and as set forth in the Supplement for the Mode then in effect.

(hh)    “ Outstanding ” means, as of any date with respect to Preferred Shares of any series, the number of shares of such series theretofore issued by the Fund except, without duplication, (i) any shares of such

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series theretofore exchanged, redeemed or cancelled or delivered to the Tender and Paying Agent (or other relevant tender and paying agent) for cancellation or redemption by the Fund, (ii) any shares of such series with respect to which, in the case of MFP Shares, the Fund has given a Notice of Redemption and irrevocably deposited with the Tender and Paying Agent sufficient Deposit Securities to redeem such MFP Shares, pursuant to Section 10 of this Statement or, in the case of Preferred Shares of any other series, the Fund has taken the equivalent action under the statement applicable to such shares, (iii) any shares of such series of which the Fund is Beneficial Owner, and (iv) any shares of such series represented by any certificate in lieu of which a new certificate has been executed and delivered by the Fund.

(ii)    “ Person ” means and includes an individual, a partnership, a corporation, a limited liability company, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.

(jj)    “ Preferred Shares ” means the preferred shares of the Fund, including the MFP Shares.

(kk)    “ Prospectus ” means the prospectus supplement in respect of the Fund’s offering of MFP Shares, dated March 5, 2019, and base prospectus, dated February 11, 2019, as amended, revised or supplemented from time to time, including in connection with any remarketing, if applicable, or offering of additional MFP Shares, if applicable.

(ll)    “ Rating Agency ” means each NRSRO, if any, then providing a rating for the MFP Shares pursuant to the request of the Fund, including, at the date hereof, Fitch and Moody’s.

(mm)    “ Redemption Date ” means the Term Redemption Date and any redemption dates for optional or mandatory redemption otherwise provided in the Supplement for the Mode then in effect.

(nn)    “ Redemption Price ” means the applicable redemption price specified in, or in the applicable Supplement for the Mode then in effect for purposes of redemption of MFP Shares pursuant to, paragraph (a) or (b) of Section 10 of this Statement and the applicable Supplement.

(oo)    “ Remarketing Agent ” means any entity appointed as such with respect to MFP Shares by a resolution of the Board of Trustees and any additional or successor companies or entities appointed by the Board of Trustees which have entered into a Remarketing Agreement with the Fund.

(pp)    “ Remarketing Agreement ” means the Remarketing Agreement, if any, with respect to the MFP Shares, between the Fund and the Remarketing Agent and any other party thereto, as amended, modified or supplemented from time to time, or any similar agreement with a successor Remarketing Agent.

(qq)    “ S&P ” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and its successors.

(rr)    “ SEC ” means the Securities and Exchange Commission.

(ss)    “ Securities Act ” means the U.S. Securities Act of 1933, as amended.

(tt)    “ Securities Depository ” means The Depository Trust Company, New York, New York, and any substitute for or successor to such securities depository that shall maintain a book-entry system with respect to the MFP Shares.

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(uu)    “ Statement ” means this statement establishing and fixing the rights and preferences of Series B MuniFund Preferred Shares, as it may be amended or supplemented from time to time in accordance with the provisions hereof, including by any Supplement hereto relating to the Mode then in effect.

(vv)    “ Supplement ” means Appendix A to this Statement and any further supplement hereto entered into in accordance with the provisions of this Statement for the purpose of designating or extending a Mode pursuant to Section 4 of this Statement.

(ww)    “ Taxable Allocation ” has the meaning specified in the Supplement for the Mode then in effect.

(xx)    “ Tender and Paying Agent ” means The Bank of New York Mellon, or any successor Person, which has entered into an agreement with the Fund to act in such capacity as the Fund’s tender agent, transfer agent, registrar, dividend disbursing agent, paying agent, redemption price disbursing agent and calculation agent in connection with the payment of regularly scheduled dividends with respect to the MFP Shares.

(yy)    “ Tender and Paying Agent Agreement ” means the Tender and Paying Agent Agreement with respect to the MFP Shares, dated as of March 7, 2019, between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor Tender and Paying Agent.

(zz)    “ Term Redemption Date ” means March 1, 2029.

(aaa)    “ U.S. Government Securities ” means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the full faith and credit of the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment of principal at maturity or call for redemption.

(bbb)     “ Voting Period ” shall have the meaning specified in paragraph (b)(i) of Section 5 of this Statement.

1.     Number of Authorized Shares ; Ranking; Preemptive Rights ; Effectiveness .

(a)    The initial number of authorized shares constituting MFP is as set forth above under the title “Designation of Series B MFP.”

(b)    The MFP Shares shall rank on a parity with each other and with shares of any other series of Preferred Shares as to the payment of dividends by the Fund and as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund.

(c)    No Holder of MFP Shares shall have, solely by reason of being such a Holder, any preemptive or other right to acquire, purchase or subscribe for any Preferred Shares, including MFP Shares, or Common Shares or other securities of the Fund which the Fund may hereafter issue or sell.

(d)    The effective date of this Statement is March 7, 2019.

2.     Dividends .

(a)     Cumulative Cash Dividends . The Holders of MFP Shares shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available therefor in accordance with the

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Declaration and applicable law, cumulative cash dividends at the Dividend Rate for the MFP Shares determined as set forth in the Supplement for the Mode then in effect, and no more, payable on the Dividend Payment Dates with respect to the MFP Shares as set forth in the Supplement for the Mode then in effect, as provided in paragraph (c) below. Holders of MFP Shares shall not be entitled to any dividend, whether payable in cash, property or shares, in excess of full cumulative dividends, as herein provided, on MFP Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on MFP Shares which may be in arrears, and no additional sum of money shall be payable in respect of such arrearage.

(b)     Dividends Cumulative from Date of Original Issue . Dividends on the MFP Shares shall be declared daily and accumulate at the applicable Dividend Rate for the MFP Shares from the Date of Original Issue thereof.

(c)     Dividend Payment Dates . The dividend payment dates (each, a “ Dividend Payment Date ”) with respect to the MFP Shares shall be as provided in the Supplement for the Mode then in effect.

(d)     Dividend Rates and Calculation of Dividends.

(i)     Applicable Rates . The dividend rate or rates (in each case, the “ Dividend Rate ”) on the MFP Shares shall be as provided in the Supplement for the Mode then in effect.

(ii)     Calculation of Dividends . The amount of dividends per share payable on the MFP Shares on any Dividend Payment Date shall equal the sum of the dividends accumulated but not yet paid for the related Dividend Period or Dividend Periods (or applicable portion thereof). The amount of dividends accumulated shall be computed as provided in the Supplement for the Mode then in effect.

(e)     Dividends Paid to Holders . Dividends on the MFP Shares shall be paid to the Holders thereof as provided in the Supplement for the Mode then in effect.

(f)     Dividends Credited Against Earliest Accumulated But Unpaid Dividends . Any dividend payment made on MFP Shares that is insufficient to cover the entire amount of dividends payable shall first be credited against the earliest accumulated but unpaid dividends due with respect to such shares. Dividends in arrears for any past Dividend Period may be declared (to the extent not previously declared as required under paragraph (b) above) and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the record books of the Fund on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Trustees.

(g)     Dividends Reported as Exempt-Interest Dividends . Dividends on MFP Shares shall be reported as exempt-interest dividends up to the amount of tax-exempt income of the Fund, to the extent permitted by, and for purposes of, Section 852 of the Code.

3.     Additional Amount Payments and Taxable Allocations . Holders of MFP Shares shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available therefor, dividends in an amount equal to the aggregate Additional Amount Payments as provided in the Supplement for the Mode then in effect. The Fund shall not be required to make Additional Amount Payments with respect to any net capital gains or ordinary income determined by the Internal Revenue Service to be allocable in a manner different from the manner used by the Fund. The Fund may make Taxable Allocations as provided in the Supplement for the Mode then in effect.

4.     Designation of Modes .

(a)     Initial Mode and Subsequent Modes . The additional or different terms and conditions applicable to the MFP Shares in the Initial Mode effective on the effective date of this Statement are as set forth in the Supplement attached as Appendix A hereto. The additional or different terms and conditions applicable to the MFP Shares in any subsequent Modes or extensions of the Initial Mode or any Subsequent Mode will be set forth in future new or amended Supplements effective on the dates set forth in any such new or amended Supplements.

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(b)     Designation of Change in or Extension of Mode . The Fund, at its option, may change the terms of or extend the Mode then in effect or, if applicable, designate a new Mode for the MFP Shares in accordance with the terms and subject to the conditions of this Statement and the Supplement for the Mode then in effect.

(c)     Notices in Respect of Mode Designation or Extension . The Fund shall deliver a notice of Mode designation or extension or proposed Mode designation or extension as specified in and otherwise in accordance with the Supplement that designated the Mode being succeeded or extended.

(d)     Designation of Mode Provisions . In connection with any Mode designated or extended pursuant to this Section 4, the Fund, subject to compliance with paragraph (e) below, without the vote or consent of any Holder of MFP Shares, may (i) provide in the Supplement for such Mode for provisions relating solely to such Mode that differ from those provided in this Statement or any other Supplement, including, but not limited to, with respect to optional tender provisions, mandatory tender provisions, a liquidity facility or other credit enhancement, mandatory purchase provisions, the dividend rate setting provisions (including as to any maximum rate), and, if the dividend may be determined by reference to an index, formula or other method, the manner in which it will be determined, redemption provisions and modified or new definitions, and (ii) subject to any restrictions on modification specifically set forth in such Supplement for a Mode then in effect, modify such Supplement then in effect to provide for optional tender provisions, and/or mandatory tender provisions, a liquidity facility or other credit enhancement, and other provisions. Extension of any Mode, and the modification of any provisions relating to such Mode, shall be subject to any restrictions on extension or modification set forth herein or in the Supplement for such Mode.

(e)     Modification of Statement in a Supplement Designating Mode Provisions . Notwithstanding paragraph (d) above, no Supplement adopted in accordance with paragraph (d) above shall modify the terms of Section 1, this Section 4(e), Section 5, Section 8, Section 10(b)(i), Section 11 or Section 12(a) of this Statement. Furthermore, subject only to the immediately preceding sentence, for purposes of any provision of this Statement that purports to limit the right of the Fund or the Board of Trustees to take any action with respect to this Statement or the MFP Shares, no terms or conditions adopted for a Mode shall be considered to affect the rights and preferences of the MFP Shares or any Holder or Beneficial Owner thereof as in effect for any preceding or succeeding Mode. The provisions of this Section 4 are subject to the further restriction that no Mode may be designated to end, or extended to end, on a date later than the Term Redemption Date.

5.     Voting Rights .

(a)     One Vote Per MFP Share . Except as otherwise provided in the Declaration or as otherwise required by law, (i) each Holder of MFP Shares shall be entitled to one vote for each MFP Share held by such Holder on each matter submitted to a vote of shareholders of the Fund, and (ii) the holders of Outstanding Preferred Shares, including each MFP Share, and of Common Shares shall vote together as a single class; provided , however , that the holders of Outstanding Preferred Shares, including MFP Shares, voting as a class, to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Fund, shall be entitled to elect two trustees of the Fund at all times, each Preferred Share, including each MFP Share, entitling the holder thereof to one vote. Subject to paragraph (b) of this Section 5, the holders of outstanding Common Shares and Preferred Shares, including MFP Shares, voting together as a single class, shall elect the balance of the trustees.

(b)     Voting for Additional Trustees.

(i)     Voting Period . During any period in which any one or more of the conditions described in subparagraphs (A) or (B) of this paragraph (b)(i) shall exist (such period being referred to herein as a “ Voting Period ”), the number of trustees constituting the Board of Trustees shall be

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automatically increased by the smallest number that, when added to the two trustees elected exclusively by the holders of Preferred Shares, including MFP Shares, would constitute a majority of the Board of Trustees as so increased by such smallest number; and the holders of Preferred Shares, including MFP Shares, shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Fund), to elect such smallest number of additional trustees, together with the two trustees that such holders are in any event entitled to elect. A Voting Period shall commence:

(A)    if at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on any Outstanding Preferred Shares, including MFP Shares, equal to at least two full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Tender and Paying Agent for the payment of such accumulated dividends; or

(B)    if at any time holders of Preferred Shares are entitled under the 1940 Act to elect a majority of the trustees of the Fund. A Voting Period shall terminate upon all of the foregoing conditions ceasing to exist.

Upon the termination of a Voting Period, the voting rights described in this paragraph (b)(i) shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Shares upon the further occurrence of any of the events described in this paragraph (b)(i).

(ii)     Notice of Special Meeting . As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional trustees as described in paragraph (b)(i) of this Section 5, the Fund shall call a special meeting of such holders, and the Fund shall mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 20 calendar days after the date of mailing of such notice. If a special meeting is not called by the Fund, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of Preferred Shares held during a Voting Period at which trustees are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of beneficial interest of the Fund), shall be entitled to elect the number of trustees prescribed in paragraph (b)(i) of this Section 5 on a one-vote-per-share basis.

(iii)     Terms of Office of Existing Trustees . The terms of office of all persons who are trustees of the Fund at the time of a special meeting of Holders and holders of other Preferred Shares to elect trustees shall continue, notwithstanding the election at such meeting by the Holders and such other holders of other Preferred Shares of the number of trustees that they are entitled to elect, and the persons so elected by the Holders and such other holders of other Preferred Shares, together with the two incumbent trustees elected by the Holders and such other holders of other Preferred Shares and the remaining incumbent trustees elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected trustees of the Fund.

(iv)     Terms of Office of Certain Trustees to Terminate Upon Termination of Voting Period . Simultaneously with the termination of a Voting Period, the terms of office of the additional trustees elected by the Holders and holders of other Preferred Shares pursuant to paragraph (b)(i) of this Section 5 shall terminate, the remaining trustees shall constitute the trustees of the Fund and the voting rights of the Holders and such other holders to elect additional trustees pursuant to paragraph (b)(i) of this Section 5 shall cease, subject to the provisions of the last sentence of paragraph (b)(i) of this Section 5.

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(c)     Holders of MFP Shares to Vote on Certain Other Matters .

(i)     Certain Amendments Requiring Approval of MFP Shares . Except as otherwise permitted by the terms of this Statement including, without limitation, Section 4 hereof, so long as any MFP Shares are Outstanding, the Fund shall not, without the affirmative vote or consent of the Holders of at least a majority of the MFP Shares Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Declaration or this Statement, whether by merger, consolidation or otherwise, (x) to modify the terms of Section 1, Section 4(e), Section 8, Section 10(b)(i), Section 11 or Section 12(a) of this Statement or (y) so as to materially and adversely affect any preference, right or power of such MFP Shares or the Holders thereof; provided , however , that (i) a change in the capitalization of the Fund in accordance with Section 9 hereof shall not be considered to materially and adversely affect the rights and preferences of the MFP Shares, (ii) a division of an MFP Share shall be deemed to materially and adversely affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the MFP Shares and (iii) a Supplement establishing terms and conditions for a new Mode in accordance with Section 4 hereof or a modification of a Supplement then in effect in accordance with the terms of Section 4(d) hereof shall not be considered to materially and adversely affect the rights and preferences of the MFP Shares. For purposes of the foregoing, no other matter shall be deemed to materially and adversely affect any preference, right or power of an MFP Share or the Holder thereof unless such matter (i) reduces or abolishes any preferential right of such MFP Share or (ii) reduces or abolishes any right in respect of redemption of such MFP Share applicable to the Mode then in effect (other than solely as a result of a division of an MFP Share or as provided in the Supplement designating such Mode in accordance with Section 4 hereof). So long as any MFP Shares are Outstanding, the Fund shall not, without the affirmative vote or consent of at least 66 ² ⁄ ₃ % of the Holders of the MFP Shares Outstanding at the time, voting as a separate class, file a voluntary application for relief under federal bankruptcy law or any similar application under state law for so long as the Fund is solvent and does not foresee becoming insolvent. Additionally, notwithstanding the foregoing, (1) (x) no extension of the Term Redemption Date or (y) reduction or repeal of the Liquidation Preference of the MFP Shares that adversely affects the rights of the Holders of the MFP Shares relative to each other or any other shares of the Fund shall be effected without, in each case, the prior unanimous vote or consent of the Holders of the MFP Shares, and (2) with respect to a Supplement then in effect, no change reducing the amount or extending the timing of any payment due on the MFP Shares or adversely affecting the taxability of any payments due on the MFP Shares, in each case, other than in accordance with the terms of such Supplement, or to the obligation of the Fund to (x) pay the Redemption Price on any Redemption Date, (y) accumulate dividends at the Dividend Rate for, or other required distributions on, the MFP Shares, or (z) pay the Optional Redemption Premium, if any, shall be effected without, in each case, the prior unanimous vote or consent of the Holders of the MFP Shares in the Mode to which such Supplement relates. No vote of the holders of Common Shares shall be required to amend, alter or repeal the provisions of this Statement including any Supplement hereto.

(ii)     1940 Act Matters . Unless a higher percentage is provided for in the Declaration, the affirmative vote of the holders of at least a “majority of the Outstanding Preferred Shares,” including MFP Shares Outstanding at the time, voting as a separate class, shall be required to approve (A) any conversion of the Fund from a closed-end to an open-end investment company, (B) any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares and (C) any other action requiring a vote of security holders of the Fund under Section 13(a) of the 1940 Act. For purposes of the foregoing, “majority of the Outstanding Preferred Shares” means (i) 67% or more of such shares present at a meeting, if the holders of more than 50% of such shares are present or represented by proxy, or (ii) more than 50% of such shares, whichever is less.

(iii)     Exclusive Right to Vote on Certain Matters. Except as otherwise required by the 1940 Act, other applicable law or the Declaration, (i) whenever a vote of Holders of MFP Shares is otherwise required by this Statement, Holders of Outstanding MFP Shares will be entitled as a series, to the exclusion of the holders of all other shares, including other Preferred Shares, Common Shares and other

10

classes of shares of beneficial interest of the Fund, to vote on matters affecting MFP Shares only and (ii) Holders of Outstanding MFP Shares will not be entitled to vote on matters affecting any other Preferred Shares that do not adversely affect any of the rights of Holders of MFP Shares, as expressly set forth in the Declaration and this Statement.

(d)     Fund May Take Certain Actions Without Shareholder Approval . Notwithstanding the foregoing, nothing in this Section 5 is intended in any way to limit the ability of the Board of Trustees to amend or alter other provisions of this Statement or any Supplement, without the vote, approval or consent of any Holder of MFP Shares, or any other shareholder of the Fund, as otherwise provided in this Statement or any such Supplement; provided , that nothing in this Statement or any Supplement shall be deemed to preclude or limit the right of the Fund (to the extent permitted by applicable law) to contractually agree with any Holder or Beneficial Owner of MFP Shares with regard to any special rights of such Holder or Beneficial Owner with respect to its investment in the Fund.

(e)     Voting Rights Set Forth Herein are Sole Voting Rights . Unless otherwise required by law, the Holders of MFP Shares shall not have any voting rights, relative rights or preferences or other special rights other than those specifically set forth herein.

(f)     No Preemptive Rights or Cumulative Voting . The Holders of MFP Shares shall have no preemptive rights or rights to cumulative voting.

(g)     Sole Remedy for Fund’s Failure to Pay Dividends . In the event that the Fund fails to pay any dividends on the MFP Shares, the sole remedy of the Holders under this Statement, without limitation of any rights to payment of such dividends or other rights under the Declaration, this Statement (including any Supplement hereto) and applicable law, shall be the right to vote for trustees pursuant to the provisions of this Section 5.

(h)     Holders Entitled to Vote . For purposes of determining any rights of the Holders to vote on any matter, whether such right is created by this Statement, by the other provisions of the Declaration, by statute or otherwise, no Holder shall be entitled to vote any MFP Share and no MFP Share shall be deemed to be “outstanding” for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, the requisite Notice of Redemption with respect to such shares shall have been provided as set forth in paragraph (c) of Section 10 of this Statement and Deposit Securities with a Market Value at least equal to the Redemption Price for the redemption of such shares shall have been deposited in trust with the Tender and Paying Agent for that purpose. MFP Shares owned (legally or beneficially) or controlled by the Fund shall not have any voting rights or be deemed to be outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

6.     Asset Coverage . The Fund shall maintain minimum Asset Coverage as provided in the Supplement applicable to the Mode then in effect.

7.     Rating Agencies .

(a)    The Fund is not required to maintain any particular short-term or long-term ratings for the MFP Shares, and the Fund, without the vote, approval or consent of any holder of Preferred Shares, including the MFP Shares, or any other shareholder of the Fund, may from time to time adopt, amend, alter or repeal any or all of the definitions contained herein, add covenants and other obligations of the Fund, or confirm the applicability of covenants and other obligations set forth herein, in connection with obtaining, maintaining or changing the rating of any Rating Agency which is then rating the MFP Shares, and any such adoption, amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of MFP Shares or the Holders thereof.

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(b)    The Fund may, at any time, replace a Rating Agency or terminate the services of any Rating Agencies then providing a rating for the MFP Shares without replacement, in either case, without the vote, approval or consent of Holders of MFP Shares or other shareholders of the Fund. In the event a Rating Agency ceases to furnish a rating for the MFP Shares or the Fund terminates the services of a Rating Agency then providing a rating for the MFP Shares, such rating, to the extent it would have been taken into account in any of the provisions of the MFP Shares included in this Statement, will be disregarded, and only the ratings of the then-designated Rating Agency or Agencies, if any, will be taken into account.

8.     Restrictions on Dividends and Other Distributions .

(a)     Dividends on Preferred Shares Other than the MFP Shares . Except as set forth in the next sentence, no dividends and other distributions shall be declared or paid or set apart for payment on the shares of any class or series of shares of beneficial interest of the Fund ranking, as to the payment of dividends, on a parity with the MFP Shares for any period unless full cumulative dividends and other distributions have been or contemporaneously are declared and paid on the shares of each series of Preferred Shares through its most recent dividend payment date. When dividends and other distributions due are not paid in full upon the shares of each series of Preferred Shares through its most recent dividend payment date or upon the shares of any other class or series of shares of beneficial interest of the Fund ranking on a parity as to the payment of dividends with the MFP Shares through their most recent respective dividend payment dates, all dividends declared and paid upon the MFP Shares and any other such class or series of shares of beneficial interest ranking on a parity as to the payment of dividends with the MFP Shares shall be declared and paid pro rata so that the amount of dividends declared and paid per share on the MFP Shares and such other class or series of shares of beneficial interest shall in all cases bear to each other the same ratio that accumulated dividends per share on the MFP Shares and such other class or series of shares of beneficial interest bear to each other (for purposes of this sentence, the amount of dividends declared and paid per MFP Share shall be based on the Dividend Rate for such share for the Dividend Periods during which dividends were not paid in full).

(b)     Dividends and Other Distributions With Respect to Common Shares Under the 1940 Act . The Board of Trustees shall not declare or pay any dividend or distribution (except a dividend payable in Common Shares) upon the Common Shares, or purchase or redeem or otherwise acquire for consideration any Common Shares or pay any proceeds of the liquidation of the Fund in respect of any Common Shares, unless in every such case the Preferred Shares have, at the time of any such declaration or purchase, an asset coverage (as defined in and determined pursuant to the 1940 Act) of at least 200% (or such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are shares or stock of a closed-end investment company as a condition of declaring dividends on its common shares or stock) after deducting the amount of such dividend, distribution or redemption or purchase price, as the case may be.

(c)     Other Restrictions on Dividends and Other Distributions . For so long as any MFP Share is Outstanding, and except as set forth in paragraph (a) of this Section 8 and paragraph (b) of Section 11 hereof, the Fund shall not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or in options, warrants or rights to subscribe for or purchase, Common Shares or other shares, if any, ranking junior to the MFP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up) in respect of the Common Shares or any other shares of the Fund ranking junior to or on a parity with the MFP Shares as to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Fund ranking junior to the MFP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), or any such parity shares (except by conversion into or exchange for shares of the Fund ranking junior to or on a parity with the MFP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), unless (i) full cumulative dividends on the MFP Shares through the most recently ended Dividend Period therefor shall have been paid or shall have been declared and sufficient funds for the payment thereof deposited with the Tender and Paying Agent and (ii) the Fund has redeemed the full number of MFP Shares required to be redeemed by any provision for mandatory redemption pertaining thereto.

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9.     Issuance of Additional Preferred Shares . So long as any MFP Shares are Outstanding, the Fund may, without the vote or consent of the Holders thereof, authorize, establish and create and issue and sell shares of one or more series of a class of Preferred Shares ranking on a parity with MFP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs of the Fund, in addition to then Outstanding MFP Shares, and authorize, issue and sell additional shares of any such series of Preferred Shares then Outstanding or so established and created, including additional MFP Shares, in each case in accordance with applicable law, provided that the Fund shall, immediately after giving effect to the issuance of such Preferred Shares and to its receipt and application of the proceeds thereof, including to the redemption of Preferred Shares with such proceeds, have at least the Asset Coverage (calculated in the same manner as is contemplated by the Supplement for the Mode then in effect) specified in the Supplement for the Mode then in effect.

10.     Redemption .

(a)     Optional Redemption . The MFP Shares may be redeemed, at the option of the Fund, on such terms and conditions as are set forth in the Supplement applicable to the Mode then in effect.

(b)     Mandatory Redemption .

(i)    The Fund shall redeem all Outstanding MFP Shares on the Term Redemption Date, at a redemption price equal to $1,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, such date.

(ii)    The MFP Shares otherwise shall be subject to mandatory redemption by the Fund on such terms and conditions as are set forth in the Supplement applicable to the Mode then in effect.

(c)     Notice of Redemption . The Fund will send a notice of redemption (a “ Notice of Redemption ”) in accordance with the provisions set forth in the Supplement applicable to the Mode then in effect. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to this Statement that such redemption is subject to one or more conditions precedent not otherwise expressly stated herein and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.

(d)     No Redemption Under Certain Circumstances . Notwithstanding the other provisions of this Section 10, except as otherwise required by law, the Fund shall not redeem any MFP Shares or other series of Preferred Shares unless all accumulated and unpaid dividends and other distributions on all Outstanding MFP Shares and shares of other series of Preferred Shares for all applicable past Dividend Periods (or the equivalent for other series of Preferred Shares) (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities or sufficient funds (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Tender and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding MFP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding MFP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.

(e)     Absence of Funds Available for Redemption . To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds

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therefor in accordance with the Declaration and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. A failure to redeem MFP Shares shall be deemed to exist at any time after the date specified for redemption in a Notice of Redemption when the Fund shall have failed, for any reason whatsoever, to deposit in trust with the Tender and Paying Agent the Redemption Price with respect to any shares for which such Notice of Redemption has been sent; provided , however , that the foregoing shall not apply in the case of the Fund’s failure to deposit in trust with the Tender and Paying Agent the Redemption Price with respect to any shares where (i) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (ii) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that the Fund may not have redeemed MFP Shares for which a Notice of Redemption has been provided, dividends shall be declared and paid on MFP Shares in accordance with and subject to the conditions of this Statement and shall be included in the Redemption Price in respect of those MFP Shares for which a Notice of Redemption has been provided.

(f)     Tender and Paying Agent as Trustee of Redemption Payments by Fund . All moneys paid to the Tender and Paying Agent for payment of the Redemption Price of MFP Shares called for redemption shall be held in trust by the Tender and Paying Agent for the benefit of Holders of shares so to be redeemed or returned to the Fund in accordance with paragraph (g) below.

(g)     Deposit with the Tender and Paying Agent; MFP Shares for Which Notice of Redemption Has Been Given Are No Longer Outstanding . Provided a Notice of Redemption has been given pursuant to paragraph (c) of this Section 10 in accordance with the Supplement for the Mode then in effect, the Fund shall irrevocably deposit with the Tender and Paying Agent in accordance with the Supplement for the Mode then in effect an aggregate amount of Deposit Securities with a Market Value at least equal to the Redemption Price to be paid on the Redemption Date for the MFP Shares that are subject to such notice. Provided a Notice of Redemption has been given pursuant to paragraph (c) of this Section 10, upon the deposit with the Tender and Paying Agent of Deposit Securities with a Market Value at least equal to the Redemption Price to be paid on the Redemption Date for the MFP Shares that are the subject of such notice, dividends on such shares shall cease to accumulate, except as included in the Redemption Price, and such shares shall no longer be deemed to be Outstanding, for any purpose, and all rights of the Holders of the shares so called for redemption shall cease and terminate, except the right of such Holders to receive the Redemption Price, but without any interest or other additional amount, except as provided in the Supplement for the Mode then in effect. Upon surrender in accordance with the Notice of Redemption of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees shall so require and the Notice of Redemption shall so state), the Redemption Price shall be paid by the Tender and Paying Agent to the Holders of MFP Shares subject to redemption. In the case that fewer than all of the MFP Shares represented by any such certificate are redeemed, a new certificate shall be issued, representing the unredeemed shares, without cost to the Holder thereof. The Fund shall be entitled to receive from the Tender and Paying Agent, promptly after the date fixed for redemption, any Deposit Securities deposited with the Tender and Paying Agent in excess of (i) the aggregate Redemption Price of the MFP Shares called for redemption on such date and (ii) all other amounts to which Holders of MFP Shares called for redemption may be entitled. Any funds so deposited that are unclaimed at the end of 90 days from such Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which time the Holders of MFP Shares so called for redemption may look only to the Fund for payment of the Redemption Price and all other amounts to which they may be entitled. The Fund shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the funds so deposited.

(h)     Compliance With Applicable Law . In effecting any redemption pursuant to this Section 10, the Fund shall use its best efforts to comply with all applicable conditions precedent to effecting such redemption under the 1940 Act and any applicable Massachusetts law, but shall effect no redemption except in accordance with the 1940 Act and any applicable Massachusetts law.

(i)     Only Whole MFP Shares May Be Redeemed . In the case of any redemption pursuant to this Section 10, only whole MFP Shares shall be redeemed, and in the event that any provision of the Declaration would require redemption of a fractional share, the Tender and Paying Agent shall be authorized to round up so that only whole shares are redeemed.

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(j)     Modification of Redemption Procedures . Notwithstanding the foregoing provisions of this Section 10, the Fund may, in its sole discretion, modify the procedures set forth above and in the Supplement with respect to notification of redemption for the MFP Shares; provided , that such modification does not materially and adversely affect the Holders of the MFP Shares or cause the Fund to violate any law, rule or regulation; and provided further that no such modification shall in any way alter the obligations of the Tender and Paying Agent without its prior written consent.

(k)     Term Redemption Liquidity Account and Liquidity Requirement . (i) (i) At least six months prior to the Term Redemption Date, the Fund shall cause the Custodian to earmark, by means of appropriate identification on its books and records or otherwise in accordance with the Custodian’s normal procedures, from the other assets of the Fund (a “ Liquidity Account ”) Liquidity Account Investments with a Market Value equal to at least 110% of the Liquidation Preference of the Outstanding MFP Shares. If, during the six-month period, the aggregate Market Value of the Liquidity Account Investments included in the Liquidity Account as of the close of business on any Business Day is less than 110% of the Liquidation Preference of the Outstanding MFP Shares, then the Fund shall cause the Custodian and the Investment Adviser to take all such necessary actions, including earmarking additional assets of the Fund as Liquidity Account Investments, so that the aggregate Market Value of the Liquidity Account Investments included in the Liquidity Account is at least equal to 110% of the Liquidation Preference of the Outstanding MFP Shares not later than the close of business on the next succeeding Business Day. With respect to assets of the Fund earmarked as Liquidity Account Investments, the Investment Adviser, on behalf of the Fund, shall be entitled to instruct the Custodian on any date to release any Liquidity Account Investments from such earmarking and to substitute therefor other Liquidity Account Investments, so long as (x) the assets of the Fund earmarked as Liquidity Account Investments at the close of business on such date have a Market Value at least equal to 110% of the Liquidation Preference of the Outstanding MFP Shares and (y) the assets of the Fund designated and earmarked as Deposit Securities at the close of business on such date have a Market Value at least equal to the Liquidity Requirement (if any) determined in accordance with paragraph (ii) below with respect to the Outstanding MFP Shares for such date. The Fund shall cause the Custodian not to permit, and the Fund shall otherwise not permit, any lien, security interest or encumbrance to be created or permitted to exist on or in respect of any Liquidity Account Investments included in the Liquidity Account, other than liens, security interests or encumbrances arising by operation of law and any lien of the Custodian with respect to the payment of its fees or repayment for its advances.

(ii)    The Market Value of the Deposit Securities held in the Liquidity Account, from and after the day (or, if such day is not a Business Day, the next succeeding Business Day) preceding the Term Redemption Date specified in the table set forth below, shall not be less than the percentage of the Liquidation Preference for the Outstanding MFP Shares set forth below opposite such day (the “ Liquidity Requirement ”), but in all cases subject to the cure provisions of subsection (iii) below:

(iii)    If the aggregate Market Value of the Deposit Securities included in the Liquidity Account as of the close of business on any Business Day is less than the Liquidity Requirement in respect of the Outstanding MFP Shares for such Business Day, then the Fund shall cause the earmarking of

15

additional or substitute Deposit Securities in respect of the Liquidity Account, so that the aggregate Market Value of the Deposit Securities included in the Liquidity Account is at least equal to the Liquidity Requirement for the Outstanding MFP Shares not later than the close of business on the next succeeding Business Day.

(iv)    The Deposit Securities included in the Liquidity Account may be applied by the Fund, in its discretion, towards payment of the Redemption Price for the Outstanding MFP Shares. Upon the deposit by the Fund with the Tender and Paying Agent of Deposit Securities having an initial combined Market Value sufficient to effect the redemption of the Outstanding MFP Shares on the Term Redemption Date for the Outstanding MFP Shares, the requirement of the Fund to maintain a Liquidity Account for the Outstanding MFP Shares as contemplated by this Section 10(k) shall lapse and be of no further force and effect.

11.     Liquidation Rights .

(a)     Distributions Upon Liquidation . Upon the dissolution, liquidation or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of MFP Shares then Outstanding shall be entitled to receive and to be paid out of the assets of the Fund available for distribution to its shareholders, before any payment or distribution shall be made on the Common Shares or on any other class of shares of the Fund ranking junior to the MFP Shares upon dissolution, liquidation or winding up, an amount equal to the Liquidation Preference with respect to such shares plus an amount equal to all dividends thereon (whether or not earned or declared) accumulated but unpaid to (but not including) the date of final distribution in same day funds, together with any payments required to be made pursuant to Section 3 of this Statement in connection with the liquidation of the Fund. After the payment to the Holders of the MFP Shares of the full preferential amounts provided for in this paragraph (a), the Holders of MFP Shares as such shall have no right or claim to any of the remaining assets of the Fund.

(b)     Pro Rata Distributions . In the event the assets of the Fund available for distribution to the Holders of MFP Shares upon any dissolution, liquidation or winding up of the affairs of the Fund, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to paragraph (a) of this Section 11, no such distribution shall be made on account of MFP or any shares of any other class or series of Preferred Shares ranking on a parity with the MFP Shares with respect to the distribution of assets upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the MFP Shares, ratably, in proportion to the full distributable amounts for which holders of MFP Shares and all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.

(c)     Rights of Junior Shares . Subject to the rights of the holders of shares of any other series or class or classes of shares ranking on a parity with the MFP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund, after payment shall have been made in full to the Holders of the MFP Shares as provided in paragraph (a) of this Section 11, but not prior thereto, any other series or class or classes of shares ranking junior to the MFP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of the MFP Shares shall not be entitled to share therein.

(d)     Certain Events Not Constituting Liquidation . Neither the sale of all or substantially all the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any business or statutory trust, corporation or other entity nor the merger, consolidation or reorganization of any business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 11.

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12.     Miscellaneous .

(a)     Amendment of or Supplements to this Statement . Subject to Section 5 hereof, in addition to adopting a Supplement or Supplements in accordance with Section 4 hereof, the Board of Trustees may, by resolution duly adopted, without shareholder approval (except as otherwise required by applicable law or any applicable Supplement), amend or supplement this Statement including any Supplement hereto, to (1) provide for the issuance of additional MFP Shares (and terms relating thereto), each such additional MFP Share to be governed by the terms of this Statement as so amended or supplemented, or (2) reflect any amendments or supplements to this Statement including amendments to any Supplement hereto made in accordance with Section 5(c)(i) hereto. Furthermore, subject only to the immediately preceding sentence, for purposes of any provision of this Statement that purports to limit the right of the Fund or the Board of Trustees to take any action with respect to this Statement or the MFP Shares, no amendment or supplement to a Supplement adopted for a Mode shall be considered to affect the rights and preferences of the MFP Shares or any Holder or Beneficial Owner thereof as in effect for any preceding or succeeding Mode.

(b)     No Fractional Shares . No fractional MFP Shares shall be issued.

(c)     Status of MFP Shares Redeemed, Exchanged or Otherwise Acquired by the Fund . MFP Shares which are redeemed, exchanged or otherwise acquired by the Fund shall return to the status of authorized and unissued Preferred Shares without designation as to series; provided , however , that any MFP Shares which are provisionally delivered by the Fund to or for the account of an agent of the Fund or to or for the account of a purchaser of such MFP Shares, but for which final payment is not received by the Fund, shall return to the status of authorized and unissued MFP Shares.

(d)     Treatment of MFP Shares as Stock . Each Holder and Beneficial Owner, by virtue of acquiring MFP Shares or any beneficial interest therein, is deemed to have agreed, for U.S. federal income tax purposes, to treat the MFP Shares as stock in the Fund.

(e)     Board May Resolve Ambiguities . To the extent permitted by applicable law, without shareholder approval, the Board of Trustees may interpret or adjust the provisions of this Statement to resolve any inconsistency or ambiguity or to remedy any formal defect.

(f)     Headings Not Determinative . The headings contained in this Statement are for convenience of reference only and shall not affect the meaning or interpretation of this Statement.

(g)     Notices . All notices or communications, unless otherwise specified in the by-laws of the Fund or this Statement, shall be sufficiently given if in writing and delivered in person, by Electronic Means or mailed by first-class mail, postage prepaid. Any notice given to Holders or Beneficial Owners in accordance with the terms hereof or the applicable Supplement will be conclusively presumed to have been duly given, whether or not the Holders or Beneficial Owners receive such notice.

13.     Transfers .

Unless otherwise permitted by the Fund, a Beneficial Owner or Holder may sell, transfer or otherwise dispose of MFP Shares only in whole shares and only as permitted by the terms of the Supplement for the Mode then in effect.

14.     Global Certificate .

So long as any MFP Share shall be represented by one or more global certificates registered in the name of the Securities Depository or its nominee, no registration of transfer of such MFP Share shall be made on the books of the Fund to any Person other than the Securities Depository or its nominee.

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IN WITNESS WHEREOF , Nuveen AMT-Free Municipal Credit Income Fund, having duly adopted this Statement, has caused these presents to be signed as of March 5, 2019, in its name and on its behalf by its Chief Administrative Officer and attested by its Vice President and Assistant Secretary. The Declaration is on file with the Secretary of the Commonwealth of Massachusetts, and such officers of the Fund have executed this Statement as officers and not individually, and the obligations of the Fund set forth in this Statement are not binding upon any such officers, or the trustees of the Fund or shareholders of the Fund, individually, but are binding only upon the assets and property of the Fund.

ATTEST:

Signature Page to Statement (NVG Series B MFP)

Exhibit d.4

Appendix A

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

SUPPLEMENT TO THE STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND

PREFERENCES OF SERIES B MUNIFUND PREFERRED SHARES INITIALLY DESIGNATING THE

VARIABLE RATE REMARKETED MODE

FOR THE

SERIES B MUNIFUND PREFERRED SHARES

(NVG SERIES B MFP)

TABLE OF CONTENTS

i

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

SUPPLEMENT TO THE STATEMENT ESTABLISHING AND FIXING THE RIGHTS AND

PREFERENCES OF SERIES B MUNIFUND PREFERRED SHARES INITIALLY DESIGNATING THE

VARIABLE RATE REMARKETED MODE

FOR THE

SERIES B MUNIFUND PREFERRED SHARES

This Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares (the “ Supplement ”) designates the Initial Mode (as defined below) as a Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares of Nuveen AMT-Free Municipal Credit Income Fund (the “ Fund ”). This Supplement establishes pursuant to Section 4 of the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares, effective on the effective date hereof (the “ Statement ”), the additional or different terms and conditions of the Series B MuniFund Preferred Shares for the Variable Rate Remarketed Mode effective commencing on the Mode Commencement Date and ending on the Mode Termination Date.

ARTICLE I

DEFINITIONS

Section  1.1      Definitions . Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Statement. The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“ Additional Amount Payment ” means a payment to a Beneficial Owner of MFP Shares of an amount which, when taken together with the aggregate amount of Taxable Allocations made to such Beneficial Owner to which such Additional Amount Payment relates, would cause such Beneficial Owner’s dividends in dollars (after regular federal income tax consequences) from the aggregate of such Taxable Allocations and the related Additional Amount Payment to be equal to the dollar amount of the dividends that would have been received by such Beneficial Owner if the amount of such aggregate Taxable Allocations would have been excludable (for regular federal income tax purposes) from the gross income of such Beneficial Owner. Such Additional Amount Payment shall be calculated (i) without consideration being given to the time value of money; (ii) assuming that no Beneficial Owner of MFP Shares is subject to the federal alternative minimum tax with respect to dividends received from the Fund and without giving effect to any other federal tax based on income, such as the “Medicare tax,” which at the date hereof is imposed at the rate of 3.8% on the net investment income (which includes taxable dividends and net capital gains) of certain individuals, trusts and estates; and (iii) assuming that each Taxable Allocation and each Additional Amount Payment (except to the extent such Additional Amount Payment is reported as an exempt-interest dividend for purposes of Section 852(b)(5) of the Code or successor provisions) would be taxable in the hands of each Beneficial Owner of MFP Shares at the maximum marginal regular federal individual income tax rate applicable to ordinary income or net capital gains, as applicable, or the maximum marginal regular federal corporate income tax rate applicable to ordinary income or net capital gains, as applicable, whichever is greater, in effect at the time such Additional Amount Payment is made.

“ Agent Member ” has the meaning set forth in the Statement.

“ Asset Coverage ” has the meaning set forth in the Statement.

“ Asset Coverage Cure Date ” means, with respect to the failure by the Fund to maintain Asset Coverage of at least 225% as of the close of business on a Business Day (as required by Section 2.3(a)), the date that is thirty (30) calendar days following such Business Day.

“ Beneficial Owner ” has the meaning set forth in the Statement.

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“ Board of Trustees ” has the meaning set forth in the Statement.

“ Business Day ” has the meaning set forth in the Statement.

“ Calculation and Paying Agent ” means The Bank of New York Mellon and its successors or any other calculation and paying agent appointed by the Fund. References in the Statement to the “Tender and Paying Agent” are deemed to refer to the Calculation and Paying Agent for purposes of this Supplement and the Variable Rate Remarketed Mode to which it relates.

“ Code ” has the meaning set forth in the Statement.

“ Custodian ” has the meaning set forth in the Statement.

“ Date of Original Issue ” has the meaning set forth in the Statement.

“ Declaration ” has the meaning set forth in the Statement.

“ Deposit Securities ” has the meaning set forth in the Statement.

“ Designated Amount ” has the meaning set forth in Section 2.2(a)(i).

“ Dividend Default ” has the meaning set forth in Section 2.1(f)(i).

“ Dividend Factor ” has the meaning set forth in Section 2.1(a)(i).

“ Dividend Payment Date ” means the first Business Day of the month next following each Dividend Period, the New Mode Commencement Date, if any, and each other date designated for the payment of dividends in accordance with this Supplement, including, as applicable, any Special Dividend Payment Date.

“ Dividend Period ” means, with respect to any Dividend Payment Date, (i) in the case of the first Dividend Payment Date, the period from and including the Mode Commencement Date to and including March 31, 2019, and (ii) for each subsequent Dividend Payment Date, (a) for each regular monthly Dividend Payment Date following a regular monthly Dividend Payment Date, the period from and including the first calendar day of the month ending immediately preceding the month in which the current Dividend Payment Date falls to and including the last calendar day of such immediately preceding month, (b) for each regular monthly Dividend Payment Date following a Special Dividend Payment Date, the period from and including the Special Dividend Payment Date to and including the last calendar day of the month immediately preceding the month in which the current Dividend Payment Date falls, (c) for each Special Dividend Payment Date following a regular monthly Dividend Payment Date, the period from and including the first calendar day of the month in which such regular monthly Dividend Payment Date falls to but excluding the Special Dividend Payment Date, and (d) for each Special Dividend Payment Date following another Special Dividend Payment Date, the period from and including the prior Special Dividend Payment to but excluding the current Special Dividend Payment Date. Notwithstanding the foregoing, the final Dividend Period in the Initial Mode shall end on and include the last calendar day of the Initial Mode.

“ Dividend Rate ” means, with respect to any day, and subject to the adjustment described in Section 2.7(a), the Regular Dividend Rate or the Step-Up Dividend Rate, as applicable, applicable for such day in accordance with Section 2.1(a); provided , however , that with respect to any Increased Rate Period, the Dividend Rate shall mean the Increased Rate for such Increased Rate Period; and provided further that the Dividend Rate for any day shall in no event exceed the Maximum Rate.

“ Effective Leverage Ratio ” has the meaning set forth in Section 2.3(d).

“ Effective Leverage Ratio Cure Date ” has the meaning set forth in Section 2.4(c)(ii)(A).

“ Electronic Means ” has the meaning set forth in the Statement.

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“ Failed Remarketing Event ” has the meaning set forth in Section 2.2(b)(i), 2.2(c)(iii) or Section 3.2(c), as applicable.

“ Failed Remarketing Mandatory Redemption Date ” means the first Business Day falling on or after the 365 ^th calendar day following the Tender Notice Date that resulted in the related Failed Remarketing Event under Section 2.2(b)(i) or Section 3.3(a), as applicable.

“ Failed Remarketing Mandatory Redemption Liquidity Account ” has the meaning set forth in Section 2.8(a).

“ Failed Remarketing Notice ” means a notice of a Failed Remarketing Event provided in accordance with Section 2.2(b)(ii), Section 2.2(c)(iii) or Section 3.2(c), as applicable.

“ Failed Remarketing Period ” means: (i) for purposes of Section 2.2, the period commencing on the Tender Date relating to the Failed Remarketing Event and ending upon the earliest to occur of (a) the redemption or repurchase by the Fund of all of the Outstanding MFP Shares, (b) the date on which all (but not less than all) of the MFP Shares are successfully remarketed pursuant to a mandatory tender for remarketing, and (c) the date on which the Fund completes a successful transition to a new Mode for all of the MFP Shares, and (ii) for purposes of Section 3.3, the period commencing on the date of Remarketing Notice relating to the Failed Remarketing Event and ending upon the earliest to occur of (a) the redemption or repurchase by the Fund of all of the Outstanding MFP Shares, and (b) as applicable, (x) the date on which all (but not less than all) of the MFP Shares are successfully remarketed pursuant to a mandatory tender for remarketing, or (y) the date on which the Fund completes a successful transition to a new Mode for all of the MFP Shares.

“ Failed Transition Election Notice ” means a notice of the Fund’s election in accordance with Section 3.3(b) upon a failed transition to a new Mode to either cancel the attempted Mode transition or continue to attempt to transition to a new Mode.

“ Fed Funds Rate ” means, as of any date of determination, the rate labeled Federal Funds (effective) (or any successor thereto) as published in the Federal Reserve Bank Publication H.15 Daily Update (or any successor thereto) on such date.

“ Fitch ” has the meaning set forth in the Statement.

“ Fund ” has the meaning set forth in the preamble to this Supplement.

“ Holder ” has the meaning set forth in the Statement.

“ Increased Rate ” means, for any Increased Rate Period, the applicable Regular Dividend Rate or Step-Up Dividend Rate as in effect from time to to time plus 5% per annum.

“ Increased Rate Period ” has the meaning set forth in Section 2.1(f)(i).

“ Initial Mode ” means the Variable Rate Remarketed Mode designated by this Supplement for the period commencing on the Mode Commencement Date and ending on the Mode Termination Date.

“ Investment Adviser ” means Nuveen Fund Advisors, LLC, a Delaware limited liability company, or such other entity as shall be then serving as the investment adviser of the Fund, and shall include, as appropriate, any sub-adviser duly appointed by the Adviser.

“ Liquidation Preference ” has the meaning set forth in the Statement.

“ Liquidity Account Investments ” has the meaning set forth in the Statement.

“ Liquidity Requirement ” has the meaning set forth in Section 2.8(b).

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“ Market Value ” has the meaning set forth in the Statement.

“ Maximum Rate ” means 15% per annum.

“ Mode ” has the meaning set forth in the Statement.

“ Mode Change Notice ” has the meaning set forth in Section 3.1(a).

“ Mode Commencement Date ” means March 7, 2019.

“ Mode Termination Date ” means the earlier of (i) the Term Redemption Date and (ii) the date established pursuant to Section 3.1(a) as the final day of the current Mode preceding a successful transition to a new Mode commencing on the New Mode Commencement Date.

“ Moody’s ” has the meaning set forth in the Statement.

“ MuniFund Preferred Shares ” or “ MFP Shares ” has the meaning set forth in the Statement and as used in this Supplement refers only to the Series B MuniFund Preferred Shares.

“ New Mode Commencement Date ” has the meaning set forth in Section 3.1(a).

“ 1940 Act ” has the meaning set forth in the Statement.

“ Notice of Redemption ” has the meaning set forth in Section 2.4(e)(i).

“ Notice of Taxable Allocation ” has the meaning set forth in Section 2.7(a).

“ NRSRO ” has the meaning set forth in the Statement.

“ One-Year AAA MMD Rate ” means, as of any date of determination, the rate equal to the one-year yield on the Thomson Reuters Municipal Market Data (MMD) AAA Curve (or any successor thereto) made available by Thomson Reuters (or any successor thereto) as the definitive such yield curve on such date.

“ Optional Redemption Date ” has the meaning set forth in Section 2.4(d)(i).

“ Outstanding ” has the meaning set forth in the Statement.

“ Person ” has the meaning set forth in the Statement.

“ Preferred Shares ” has the meaning set forth in the Statement.

“ Purchase Date ” has the meaning set forth in Section 2.2(a)(i).

“ Purchase Price ” has the meaning set forth in Section 2.2(a)(ii).

“ Rating Agencies ” means, as of any date, (i) each of Fitch and Moody‘s, to the extent each maintains a rating on the MFP Shares on such date and has not been replaced as a Rating Agency in accordance with Section 2.5 and (ii) any other NRSRO designated as a Rating Agency on such date in accordance with Section 2.5. Fitch and Moody‘s have initially been designated as the Rating Agencies for purposes of the MFP Shares. In the event that at any time any Rating Agency (i) ceases to be a Rating Agency for purposes of the MFP Shares and such Rating Agency has been replaced by another Rating Agency in accordance with Section 2.5, any references to any credit rating of the replaced Rating Agency in this Supplement shall be deleted for purposes hereof as provided below and shall be deemed instead to be references to the equivalent credit rating of the Rating Agency that has replaced such Rating Agency as of the most recent date on which such replacement Rating Agency published credit ratings for the MFP Shares or (ii) designates a new rating definition for any credit rating of such Rating Agency to replace a

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corresponding rating definition of such Rating Agency, any references to such replaced rating definition of such Rating Agency contained in this Supplement shall instead be deemed to be references to such corresponding replacement rating definition.

“ Rating Agency Guidelines ” means the guidelines of any Rating Agency, as they may be amended or modified from time to time, compliance with which is required to cause such Rating Agency to continue to issue a rating with respect to the MFP Shares.

“ Redemption Date ” has the meaning set forth in Section 2.4(e)(i) and includes the Failed Remarketing Mandatory Redemption Date, if any, and any Optional Redemption Date, as applicable.

“ Redemption Default ” has the meaning set forth in Section 2.1(f)(i).

“ Redemption Price ” for each MFP Share means an amount equal to the Liquidation Preference per MFP Share plus an amount equal to all unpaid dividends and other distributions on such MFP Share accumulated from and including the Date of Original Issue to (but excluding) the Redemption Date (whether or not earned or declared by the Fund, but without interest thereon).

“ Regular Dividend Rate ” has the meaning set forth in Section 2.1(a)(ii).

“ Remarketing Agent ” means Barclays Capital Inc. or any entity subsequently appointed as such in replacement thereof or in addition thereto with respect to MFP Shares by a resolution of the Board of Trustees and which has entered into a Remarketing Agreement with the Fund.

“ Remarketing Date ” has the meaning set forth in Section 2.2(c)(i).

“ Remarketing Notice ” has the meaning set forth in Section 2.2(a)(iii).

“ Remarketing Window ” has the meaning set forth in Section 2.2(a)(iii).

“ Required Beneficial Owners ” means the Beneficial Owners of 100% of the Outstanding MFP Shares.

“ Retaining Beneficial Owner ” has the meaning set forth in Section 2.2(c)(ii).

“ Retention Notice ” has the meaning set forth in Section 2.2(c)(ii).

“ Securities Act ” has the meaning set forth in the Statement.

“ Securities Depository ” has the meaning set forth in the Statement.

“ Special Dividend Payment Date ” has the meaning set forth in Section 2.1(g).

“ Statement ” has the meaning set forth in the preamble to this Supplement.

“ Step-Up Dividend Rate ” has the meaning set forth in Section 2.1(a)(iii).

“ Supplement ” has the meaning set forth in the preamble to this Supplement.

“ Tax Event ” has the meaning set forth in Section 2.1(f)(i).

“ Taxable Allocation ” means the allocation of any net capital gains or ordinary income taxable for regular federal income tax purposes, to a dividend paid in respect of the MFP Shares.

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“ Tender Notice ” has the meaning set forth in Section 2.2(a)(i).

“ Tender Notice Date ” has the meaning set forth in Section 2.2(a)(i).

“ Tendered MFP Shares ” has the meaning set forth in Section 2.2(a)(ii).

“ Term Redemption Date ” has the meaning set forth in the Statement.

“ Variable Rate Remarketed Mode ” means the Mode established for the MFP Shares by the terms and conditions of the Statement as modified by this Supplement.

Section  1.2      Interpretation .

(a)     General . The headings preceding the text of Sections included in this Supplement are for convenience only and shall not be deemed part of this Supplement or be given any effect in interpreting this Supplement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Supplement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Supplement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Except as otherwise expressly set forth herein, reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder. Underscored references to Sections shall refer to those portions of this Supplement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Supplement as a whole and not to any particular Article, Section or clause of this Supplement.

(b)     Interpretation of the Statement and this Supplement . Subject to Section 4(e) of the Statement, the terms and conditions of the MFP Shares set forth in this Supplement supersede the terms and conditions of the Statement, to the extent inconsistent therewith, for the Variable Rate Remarketed Mode.

(c)     Mode Commencement Date . This Supplement shall be effective on the Mode Commencement Date.

ARTICLE II

TERMS APPLICABLE TO THE INITIAL MODE FOR SERIES B

VARIABLE RATE MUNIFUND PREFERRED SHARES

Section  2.1      Dividends and Distributions .

(a)     Applicable Rates .

(i)    The amount of dividends per share payable on the MuniFund Preferred Shares on any Dividend Payment Date shall equal the sum of the dividends accumulated but not yet paid for the related Dividend Period. The amount of dividends per MuniFund Preferred Share accumulated for each such Dividend Period shall be calculated by adding the “ Dividend Factor ” for each calendar day in such Dividend Period. The Dividend Factor for each calendar day in a Dividend Period shall be equal to: (x) the Dividend Rate in effect for such calendar day; (y) divided by the actual number of days in the year in which such day occurs (365 or 366); and (z) multiplied by the Liquidation Preference.

(ii)    Except (x) as provided in the last sentence of this paragraph, (y) commencing on the day following the date of the Failed Remarketing Event and thereafter during a Failed Remarketing Period or (z) during an Increased Rate Period, the Dividend Rate on the MFP Shares shall be the

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“ Regular Dividend Rate .” The Regular Dividend Rate applicable to the MFP Shares for the Mode Commencement Date shall be equal to the sum of 0.35% per annum, plus the Securities Industry and Financial Markets Association (“ SIFMA ”) Municipal Swap Index published at approximately 4:00 p.m., New York City time on Wednesday, March 6, 2019 or 2.09% per annum if the SIFMA Municipal Swap Index is not so published. Thereafter, the Regular Dividend Rate shall be determined by the Remarketing Agent on each Business Day, commencing on the Mode Commencement Date, by 6:00 p.m., New York City time, for applicability on the following day; provided, that the Regular Dividend Rate for any day that is not a Business Day shall be the same as the Dividend Rate for the immediately preceding Business Day. The Regular Dividend Rate shall be the minimum rate which, if borne by the MFP Shares, would enable the Remarketing Agent to sell all of the Outstanding MFP Shares on such Business Day for settlement in seven (7) days at a price (without regard to accumulated but unpaid dividends) equal to the aggregate Liquidation Preference thereof. In determining the Regular Dividend Rate, the Remarketing Agent shall consider (but not be limited to considering) the following factors: existing short-term tax-exempt market rates for securities, indices of such short-term rates and the existing market supply and demand for securities bearing such short-term rates; existing yield curves for short-term and long-term securities for securities of issuers of credit quality comparable to the MFP Shares; and such general economic conditions, industry and financial conditions as the Remarketing Agent, in its sole discretion, shall determine to be relevant. In the event that the Remarketing Agent fails to determine the Regular Dividend Rate on any Business Day as set forth above, then the Regular Dividend Rate applicable for the following day shall be the same as the Regular Dividend Rate for the immediately preceding Business Day and such rate shall continue until the earlier of (A) the Business Day on which the Remarketing Agent determines a new Regular Dividend Rate or Step-Up Dividend Rate, as applicable, or (B) the fifth consecutive Business Day succeeding the first such Business Day on which such Dividend Rate is not determined by the Remarketing Agent. In the event that the Remarketing Agent fails to determine a new Regular Dividend Rate for a period of five consecutive Business Days as described in clause (B) of the immediately preceding sentence, the Dividend Rate shall be equal to the Step-Up Dividend Rate until a new Regular Dividend Rate is established by the Remarketing Agent.

(iii)    Commencing on the day following the date of the Failed Remarketing Event and thereafter during a Failed Remarketing Period, the Dividend Rate on the MFP Shares shall be the “ Step-Up Dividend Rate ,” subject to the application of the Increased Rate provisions in paragraph (f) below, if applicable. The Step-Up Dividend Rate shall mean a Dividend Rate, determined by the Remarketing Agent, equal to the highest, as of the date of determination, of: (x) 5% per annum; (y) the Fed Funds Rate plus 2.5% per annum; and (z) the One-Year AAA MMD Rate plus 2.5% per annum. In the event that the Fed Funds Rate (or a successor thereto) or the One-Year AAA MMD Rate (or a successor thereto) is no longer published or available for purposes of determining the Step-Up Dividend Rate on any date, the Remarketing Agent, with the prior agreement of the Fund, will determine an equivalent rate in good faith on a commercially reasonable basis using a formulation by reference to market practice at such date. The Step-Up Dividend Rate shall be determined by the Remarketing Agent commencing on the date of the Failed Remarketing Event and thereafter on each Business Day in the Failed Remarketing Period by 6:00 p.m., New York City time, for applicability on the following day; provided , that the Step-Up Dividend Rate for any day that is not a Business Day shall be the same as the Step-Up Dividend Rate for the immediately preceding Business Day. In the event that the Remarketing Agent fails to determine the Step-Up Dividend Rate on any Business Day as set forth above, then the Step-Up Dividend Rate applicable for the following day shall be the same as the Step-Up Dividend Rate for the immediately preceding Business Day and such rate shall continue until the Business Day on which the Remarketing Agent determines a new Step-Up Dividend Rate or Regular Dividend Rate, as applicable.

(b)     Dividend Declaration and Entitlement . Dividends on MFP Shares with respect to any Dividend Period shall be declared to the Holders of such shares as their names shall appear on the registration books of the Fund at the close of business on each day in such Dividend Period and shall be paid as provided in Section 2.1(e) hereof. In connection with any transfer of MFP Shares, the transferor as Beneficial Owner of MFP Shares shall be deemed to have agreed pursuant to the terms of the MFP Shares to transfer to the transferee the right to receive from the Fund any dividends declared and unpaid for each day prior to the transferee becoming the Holder or Beneficial Owner, as applicable, of the MFP Shares in exchange for payment of the Purchase Price for such MFP Shares by the transferee.

(c)     Dividend Payment by Fund to Calculation and Paying Agent . Not later than 5:00 p.m., New York City time, on the Business Day immediately preceding each Dividend Payment Date, the Fund shall deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on such date

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sufficient to pay the dividends and other distributions that are payable on such Dividend Payment Date. The Fund may direct the Calculation and Paying Agent with respect to the investment or reinvestment of any such Deposit Securities so deposited prior to the Dividend Payment Date, provided that such investment consists exclusively of Deposit Securities and provided further that the proceeds of any such investment will be available as same day funds at the opening of business on such Dividend Payment Date.

(d)     Calculation and Paying Agent as Trustee of Dividend Payments by Fund . All Deposit Securities deposited with the Calculation and Paying Agent for the payment of dividends or other distributions payable on MFP Shares shall be held in trust for the payment of such dividends or other distributions by the Calculation and Paying Agent for the benefit of the Holders of the MFP Shares entitled to the payment of such dividends or other distributions pursuant to Section 2.1(e). Any moneys paid to the Calculation and Paying Agent in accordance with the foregoing but not applied by the Calculation and Paying Agent to the payment of dividends or other distributions, including interest earned on such moneys while so held, will, to the extent permitted by law, be repaid to the Fund as soon as possible after the date on which such moneys were to have been so applied, upon request of the Fund.

(e)     Dividends Paid to Holders . Dividends on MFP Shares shall be paid on each Dividend Payment Date to the Holders of the MFP Shares as their names appear on the registration books of the Fund at the close of business on the day immediately preceding such Dividend Payment Date (or, if such day is not a Business Day, the next preceding Business Day). Dividends in arrears on MFP Shares for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders of the MFP Shares as their names appear on the registration books of the Fund on such date, not exceeding fifteen (15) calendar days preceding the payment date thereof, as may be fixed by the Board of Trustees. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or other distributions on MFP Shares which may be in arrears.

(f)     Increased Rate .

(i) The Dividend Rate shall be adjusted to the Increased Rate for each Increased Rate Period (as hereinafter defined). An “ Increased Rate Period ” shall commence (A) on a Dividend Payment Date for the MFP Shares if the Fund has failed to deposit with the Calculation and Paying Agent by 12:00 noon, New York City time, on such Dividend Payment Date, Deposit Securities that will provide funds available to the Calculation and Paying Agent on such Dividend Payment Date sufficient to pay the full amount of any dividend on the MFP Shares payable on such Dividend Payment Date (a “ Dividend Default ”), and continue to, but exclude, the Business Day on which such Dividend Default has ended as contemplated by Section 2.1(f)(ii); (B) on an applicable Redemption Date for the MFP Shares subject to redemption on such date if the Fund has failed to deposit with the Calculation and Paying Agent by 12:00 noon, New York City time, on such Redemption Date, Deposit Securities that will provide funds available to the Calculation and Paying Agent on such Redemption Date sufficient to pay the full amount of the Redemption Price payable in respect of such MFP Shares on such Redemption Date (a “ Redemption Default ”), and continue to, but exclude, the Business Day on which such Redemption Default has ended as contemplated by Section 2.1(f)(ii); (C) (x) on the Business Day on which a court or other applicable governmental authority has made a final determination that for U.S. federal income tax purposes the MFP Shares do not qualify as equity in the Fund and (y) such determination results from an act or failure to act on the part of the Fund (a “ Tax Event ”) and continue so long as any MFP Shares are Outstanding. For the avoidance of doubt, no determination by any court or other applicable governmental authority that requires the Fund to make an Additional Amount Payment in respect of a Taxable Allocation shall be deemed to be a Tax Event hereunder.

(ii)    A Dividend Default or a Redemption Default shall end on the Business Day on which, by 12:00 noon, New York City time, an amount equal to all unpaid dividends on the MFP Shares and any unpaid Redemption Price on the MFP Shares shall have been deposited irrevocably in trust in same-day funds with the Calculation and Paying Agent.

(g)     Special Dividend Payment Dates . Notwithstanding the foregoing, the Fund in its discretion may establish Dividend Payment Dates (each, a “ Special Dividend Payment Date ”) more frequent than monthly Dividend Payment Dates; provided, that any such Special Dividend Payment Date shall be a Business Day.

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(h)     Calculation and Reporting of Dividend Rate . With respect to any Outstanding MFP Shares, the Remarketing Agent shall determine the Regular Dividend Rate, the Step-Up Dividend Rate and the Increased Rate, as applicable, applicable for each day in accordance with the terms hereof, and shall provide notice thereof by Electronic Means to the Fund and the Calculation and Paying Agent and post the applicable Dividend Rate on Bloomberg promptly on each date of determination of the Dividend Rate. In the case of the notice to the Fund and the Calculation and Paying Agent with respect to the Step-Up Dividend Rate, such notice shall set forth in reasonable detail the basis for and calculation of the highest rate as determined by the Remarketing Agent. If, on any Business Day on which the Dividend Rate is required to be determined, there is no Remarketing Agent, the Dividend Rate determined on such Business Day shall be the Step-Up Dividend Rate, subject to the application of the Increased Rate provisions in paragraph (f) above. In such case, or, if there is a Remarketing Agent but the Remarketing Agent does not or is unable to calculate the Step-Up Dividend Rate, the Step-Up Dividend Rate shall be calculated by the Fund or a calculation agent appointed by the Fund for such purpose.

(i)     Maximum Rate . Neither the Regular Dividend Rate, the Increased Rate nor the Step-Up Dividend Rate determined as set forth above may exceed the Maximum Rate.

Section  2.2      Remarketing .

(a)     Optional Tender for Remarketing .

(i)    Each Beneficial Owner of MFP Shares has the right to tender such Beneficial Owner’s MFP Shares (in whole shares only and in such minimum amounts, if any, as set forth in the Remarketing Agreement) for remarketing by delivering an irrevocable written notice (a “ Tender Notice ”) by Electronic Means to the Remarketing Agent on any Business Day (the “ Tender Notice Date ”). A Tender Notice shall state the series designation, the CUSIP number and the number of MFP Shares tendered for remarketing (the “ Designated Amount ”), and shall include an acknowledgement by the tendering Beneficial Owner that such Beneficial Owner is required to deliver the Designated Amount of MFP Shares on or before 11:00 a.m., New York City time, on the Purchase Date. The giving of a Tender Notice shall constitute the irrevocable tender for remarketing of the Designated Amount of such MFP Shares on the seventh calendar day following the Tender Notice Date or, if such seventh calendar day is not a Business Day, the next succeeding Business Day (the “ Purchase Date ”); provided, however, that if a Tender Notice is not received by the Remarketing Agent prior to 5:00 p.m., New York City time, on any day it will not be deemed received by the Remarketing Agent until the following Business Day. Upon receipt of a Tender Notice, the Remarketing Agent shall provide a copy to the Fund as promptly as practicable by Electronic Means on the date of receipt or deemed receipt.

(ii)    Upon receipt of a Tender Notice, the Remarketing Agent shall offer for sale, and use its best efforts to sell, the Designated Amount of MFP Shares with respect to which a Tender Notice has been received by the Remarketing Agent (the “ Tendered MFP Shares ”) at a price equal to $1,000 per share plus any accumulated but unpaid dividends (whether or not earned or declared), if any, to, but excluding, the relevant Purchase Date (the “ Purchase Price ”) for purchase on the Purchase Date. If multiple Beneficial Owners deliver Tender Notices on different Tender Notice Dates, there will be multiple Purchase Dates and the Remarketing Agent shall first remarket Tendered MFP Shares having the earliest Purchase Date.

(iii)    If the Remarketing Agent successfully remarkets the Tendered MFP Shares by identifying a purchaser for such Tendered MFP Shares during the period beginning on the Tender Notice Date for such Tendered MFP Shares and ending on the Business Day immediately preceding the Purchase Date for such Tendered MFP Shares (a “ Remarketing Window ”), the Remarketing Agent shall give written notice (a “ Remarketing Notice ”) by Electronic Means to the Beneficial Owner of such Tendered MFP Shares, with a copy to the Fund and the Calculation and Paying Agent, that a purchaser has been identified for a purchase of such Tendered MFP Shares on the Purchase Date.

(iv)    For payment of the Purchase Price on the Purchase Date, Tendered MFP Shares must be delivered at or prior to 11:00 a.m., New York City time, on the Purchase Date to the Remarketing Agent by or for the account of the tendering Beneficial Owner through the Securities Depository, so long as the MFP Shares are in book-entry form, or at the principal office of the Remarketing Agent, accompanied by an instrument of

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transfer thereof, in form satisfactory to the Remarketing Agent, executed in blank by the Holder thereof or by the Holder’s duly-authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange, if the MFP Shares are in certificated form. If Tendered MFP Shares are delivered after that time on any Business Day, the Purchase Price will be paid on the next succeeding Business Day.

(b)     Failed Remarketing Event .

(i)    If for any reason (other than a failure to timely deliver Tendered MFP Shares by or on behalf of the tendering Beneficial Owner) any Tendered MFP Share is not successfully remarketed during the related Remarketing Window a “ Failed Remarketing Event ” shall occur.

(ii)    Upon the occurrence of a Failed Remarketing Event (a) all Tendered MFP Shares shall be retained by their respective Beneficial Owners, and no such Tendered MFP Shares shall be purchased on their respective Purchase Date, (b) the Remarketing Agent shall provide a Failed Remarketing Notice in writing to the Calculation and Paying Agent, the Fund and the Holders of the MFP Shares by Electronic Means, (c) a Failed Remarketing Period shall commence and (d) all Outstanding MFP Shares shall become subject to mandatory redemption on the Failed Remarketing Mandatory Redemption Date.

(iii)    Commencing on the date of the Failed Remarketing Event and thereafter during the Failed Remarketing Period, the Remarketing Agent will no longer determine the Regular Dividend Rate on a daily basis; dividends on all MFP Shares shall be payable at the Step-Up Dividend Rate (as determined by the Remarketing Agent commencing on the date of the Failed Remarketing Event); the right of Beneficial Owners to make optional tenders of their MFP Shares for remarketing shall be suspended; and all of the Outstanding MFP Shares shall be subject to mandatory tender for remarketing as provided in subsection (c) below.

(c)     Mandatory Tender for Remarketing Following a Failed Remarketing Event .

(i)    Commencing on the date of the Failed Remarketing Event and thereafter during a Failed Remarketing Period, the Remarketing Agent shall offer for sale, and use its best efforts to sell, all (but not less than all) of the Outstanding MFP Shares at a price per share equal to the Purchase Price. Upon identifying a purchaser or purchasers for all of the Outstanding MFP Shares (but subject to paragraph (ii) below) and establishing the Regular Dividend Rate to apply to the MFP Shares on the Remarketing Date, the Remarketing Agent shall give a Remarketing Notice to the Calculation and Paying Agent, the Fund and the Holders of the MFP Shares by Electronic Means stating (A) that a purchaser or purchasers have been identified for the purchase of all (but not less than all) of the MFP Shares on the date set forth in such Remarketing Notice (the “ Remarketing Date ”), which Remarketing Date shall be the fifth Business Day following delivery of the Remarketing Notice, (B) the Regular Dividend Rate to be applicable to the MFP Shares on the Remarketing Date and (C) that all MFP Shares shall be subject to mandatory tender for purchase at a price equal to the Purchase Price on the Remarketing Date.

(ii)    Any Beneficial Owner of a MFP Share that is not a Tendered MFP Share that was part of the related Failed Remarketing Event, as determined by the Remarketing Agent, may deliver written notice (a “ Retention Notice ”) to the Remarketing Agent and the Calculation and Paying Agent by Electronic Means at least three Business Days prior to the related Remarketing Date that such Beneficial Owner wishes to retain such Beneficial Owner’s MFP Shares (each such Beneficial Owner, a “ Retaining Beneficial Owner ”). On the Remarketing Date, the MFP Shares held by such Retaining Beneficial Owner shall be (a) subject to mandatory tender as set forth in the immediately preceding paragraph and (b) repurchased by the Retaining Beneficial Owner at a price equal to the Purchase Price on the Remarketing Date.

(iii)    If for any reason (other than a failure to timely deliver MFP Shares by or on behalf of a tendering Holder) any MFP Share is not successfully remarketed pursuant to the related mandatory tender a “ Failed Remarketing Event ” shall occur. Upon the occurrence of a Failed Remarketing Event, (a) all MFP Shares shall be retained by their respective Holders, and no MFP Shares shall be purchased on the Remarketing Date, (b) the Remarketing Agent shall provide a Failed Remarketing Notice in writing to the Calculation and Paying Agent, the Fund and the Holders of the MFP Shares by Electronic Means, (c) the then-prevailing Failed Remarketing Period shall continue and (d) all Outstanding MFP Shares shall remain subject to mandatory redemption on the related Failed Remarketing Mandatory Redemption Date.

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(iv)    Upon the consummation of a successful remarketing on the Remarketing Date, the Remarketing Agent shall resume resetting the Regular Dividend Rate on the MFP Shares, the Failed Remarketing Mandatory Redemption Date with respect to the related Failed Remarketing Event shall be cancelled and the MFP Shares will no longer be subject to mandatory redemption on such date.

(v)    For payment of the Purchase Price on the Remarketing Date, MFP Shares must be delivered at or prior to 11:00 a.m., New York City time, on the Remarketing Date to the Remarketing Agent by or for the account of the tendering Beneficial Owner through the Securities Depository, so long as the MFP Shares are in book-entry form, or at the principal office of the Remarketing Agent, accompanied by an instrument of transfer thereof, in form satisfactory to the Remarketing Agent, executed in blank by the Holder thereof or by the Holder’s duly-authorized attorney, with such signature guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange, if the MFP Shares are in certificated form. If any MFP Shares are delivered after that time on any Business Day, the Purchase Price for such MFP Shares will be paid on the next succeeding Business Day.

(vi)    In the event that MFP Shares are issued in certificated form outside the book-entry system of the Securities Depository and a Holder of MFP Shares fails to deliver such MFP Shares to which a mandatory tender relates on or prior to the Remarketing Date, the Holder of such MFP Shares shall not be entitled to any payment (including any accumulated but unpaid dividends thereon, whether or not earned or declared) other than the Purchase Price of such undelivered MFP Shares as of the scheduled Remarketing Date. Any such undelivered MFP Shares will be deemed to be delivered to the Calculation and Paying Agent, and the Calculation and Paying Agent will place stop-transfer orders against the undelivered MFP Shares. Any moneys held by the Calculation and Paying Agent for the purchase of undelivered MFP Shares will be held in a separate account by the Calculation and Paying Agent, will not be invested, and will be held for the exclusive benefit of the Holder of such undelivered MFP Shares. The undelivered MFP Shares will be deemed to be no longer Outstanding (except as to entitlement to payment of the Purchase Price), and the Fund will issue to the purchaser replacement MFP Share certificates in lieu of such undelivered MFP Shares.

Section  2.3      Coverage  & Leverage Tests .

(a)     Asset Coverage Requirement . The Fund shall have Asset Coverage of at least 225% as of the close of business on each Business Day. If the Fund shall fail to maintain such Asset Coverage as of any time as of which such compliance is required to be determined as aforesaid, the provisions of Section 2.4(c)(i) shall be applicable, which provisions to the extent complied with shall constitute the sole remedy for the Fund’s failure to comply with the provisions of this Section 2.3(a).

(b)     Calculation of Asset Coverage . For purposes of determining whether the requirements of Section 2.3(a) are satisfied, (i) no MFP Shares or other Preferred Shares shall be deemed to be Outstanding for purposes of any computation required by Section 2.3(a) if, prior to or concurrently with such determination, sufficient Deposit Securities or other sufficient funds (in accordance with the terms of the MFP Shares or other Preferred Shares) to pay the full redemption price for the MFP Shares or other Preferred Shares (or the portion thereof to be redeemed) shall have been deposited in trust with the paying agent for the MFP Shares or other Preferred Shares and the requisite notice of redemption for the MFP Shares or other Preferred Shares (or the portion thereof to be redeemed) shall have been given, and (ii) the Deposit Securities or other funds that shall have been so deposited with the applicable paying agent shall not be included as assets of the Fund for purposes of such computation.

(c)     Effective Leverage Ratio Requirement . The Effective Leverage Ratio shall not exceed 45% (or 46% solely by reason of fluctuations in the Market Value of the Fund’s portfolio securities) as of the close of business on any Business Day. If the Effective Leverage Ratio shall exceed the applicable percentage provided in the preceding sentence as of any time as of which such compliance is required to be determined as aforesaid, the provisions of Section 2.4(c)(ii) shall be applicable, which provisions to the extent complied with shall constitute the sole remedy for the Fund’s failure to comply with the provisions of this Section 2.3(c).

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(d)     Calculation of Effective Leverage Ratio . For purposes of determining whether the requirements of Section 2.3(c) are satisfied, the “ Effective Leverage Ratio ” on any date shall mean the quotient of:

(i)    The sum of (A) the aggregate liquidation preference of the Fund’s “senior securities” (as that term is defined in the 1940 Act) that are stock for purposes of the 1940 Act, excluding, without duplication, (1) any such senior securities for which the Fund has issued a notice of redemption and either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities or sufficient funds on hand for the purpose of such redemption and (2) any such senior securities that are to be redeemed with net proceeds from the sale of the MFP Shares, for which the Fund has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities or sufficient funds on hand for the purpose of such redemption; (B) the aggregate principal amount of the Fund’s “senior securities representing indebtedness” (as that term is defined in the 1940 Act); and (C) the aggregate principal amount of floating rate securities not owned by the Fund that correspond to the associated inverse floating rate securities owned by the Fund; divided by

(ii)    The sum of (A) the Market Value of the Fund’s total assets (including amounts attributable to senior securities, but excluding any assets consisting of Deposit Securities or funds referred to in clauses (A)(1) and (A)(2) of Section 2.3(d)(i) above), less the amount of the Fund’s accrued liabilities (other than liabilities for the aggregate principal amount of senior securities representing indebtedness), and (B) the aggregate principal amount of floating rate securities not owned by the Fund that correspond to the associated inverse floating rate securities owned by the Fund.

Section  2.4      Redemption . MFP Shares shall be subject to redemption by the Fund as provided below:

(a)     Term Redemption . The Fund shall redeem all MFP Shares on the Term Redemption Date as provided in the Statement.

(b)     Failed Remarketing Mandatory Redemption . The Fund shall redeem all Outstanding MFP Shares at the aggregate Redemption Price on the Failed Remarketing Mandatory Redemption Date, if a Failed Remarketing Period shall have commenced and be continuing for 365 days, or, if earlier, on the Term Redemption Date.

(c)     Asset Coverage and Effective Leverage Ratio Mandatory Redemption .

(i)     Asset Coverage Mandatory Redemption .

(A)     If the Fund fails to comply with the Asset Coverage requirement as provided in Section 2.3(a) as of any time as of which such compliance is required to be determined in accordance with Section 2.3(a) and such failure is not cured as of the Asset Coverage Cure Date other than as a result of the redemption required by this Section 2.4(c)(i), the Fund shall, to the extent permitted by the 1940 Act and Massachusetts law, by the close of business on the Business Day next following such Asset Coverage Cure Date, cause a notice of redemption to be issued in accordance with the terms of the Preferred Shares to be redeemed. In addition, in accordance with the terms of the Preferred Shares to be redeemed, the Fund shall cause to be deposited Deposit Securities or other sufficient funds in trust with the Calculation and Paying Agent or other applicable paying agent, for the redemption of a sufficient number of Preferred Shares, which at the Fund’s sole option (to the extent permitted by the 1940 Act and Massachusetts law) may include any number or proportion of MFP Shares, to enable it to meet the requirements of Section 2.4(c)(i)(B). In the event that any MFP Shares then Outstanding are to be redeemed pursuant to this Section 2.4(c)(i), the Fund shall redeem such MFP Shares at a price per MFP Share equal to the Redemption Price on the Redemption Date therefor.

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(B)    On the Redemption Date for a redemption contemplated by Section 2.4(c)(i)(A), the Fund shall redeem at the Redemption Price, out of funds legally available therefor, such number of Preferred Shares as determined by the Fund (which may include at the sole option of the Fund any number or proportion of MFP Shares) as shall be no fewer than (x) the minimum number of Preferred Shares, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, would result in the Fund having Asset Coverage on such Asset Coverage Cure Date of at least 225% (provided, however, that if there is no such minimum number of MFP Shares and other Preferred Shares the redemption or retirement of which would have such result, all MFP Shares and other Preferred Shares then outstanding shall be redeemed), or more than (y) the maximum number of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Declaration and applicable law. The Fund shall effect such redemption on the date fixed by the Fund therefor, which date shall not be later than thirty (30) calendar days after such Asset Coverage Cure Date, except that if the Fund does not have funds legally available for the redemption of all of the required number of MFP Shares and other Preferred Shares which have been designated to be redeemed or the Fund otherwise is unable to effect such redemption on or prior to thirty (30) calendar days after such Asset Coverage Cure Date, the Fund shall redeem those MFP Shares and other Preferred Shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding MFP Shares are to be redeemed pursuant to this Section 2.4(c)(i), the number of MFP Shares to be redeemed from the respective Holders shall be determined (A) pro rata among the Outstanding MFP Shares, (B) by lot or (C) in such other manner as the Board of Trustees may determine to be fair and equitable and that is in accordance with the 1940 Act; provided , in each such case, that such method of redemption as set forth in this Section 2.4(c)(i)(B) shall be subject to any applicable procedures established by the Securities Depository.

(ii)     Effective Leverage Ratio Mandatory Redemption .

(A)     If the Fund fails to comply with the Effective Leverage Ratio requirement as provided in Section 2.3(c) as of any time as of which such compliance is required to be determined in accordance with Section 2.3(c) and such failure is not cured as of the close of business on the date that is seven Business Days following the Business Day on which such non-compliance is first determined (the “ Effective Leverage Ratio Cure Date ”) other than as a result of the redemption or other transactions required by this Section 2.4(c)(ii), the Fund shall cause the Effective Leverage Ratio (determined in accordance with the requirements applicable to the determination of the Effective Leverage Ratio under this Supplement) to not exceed the Effective Leverage Ratio required under Section 2.3(c) (without giving effect to the parenthetical provision in the first sentence of Section 2.3(c)) as so determined by (x) not later than the close of business on the Business Day next following the Effective Leverage Ratio Cure Date, engaging in transactions involving or relating to the floating rate securities not owned by the Fund and/or the inverse floating rate securities owned by the Fund, including the purchase, sale or retirement thereof, (y) to the extent permitted by the 1940 Act and Massachusetts law, not later than the close of business on the Business Day next following the Effective Leverage Ratio Cure Date, causing notices of redemption to be issued, and causing to be deposited Deposit Securities or other sufficient funds in trust with the Calculation and Paying Agent or other applicable paying agent, in each case in accordance with the terms of the Preferred Shares to be redeemed, for the redemption of such number of Preferred Shares as determined by the Fund, which shall be no fewer than the sufficient number of Preferred Shares, which at the Fund’s sole option (to the extent permitted by the 1940 Act and Massachusetts law) may include any number or proportion of MFP Shares, or (z) engaging in any combination of the actions contemplated by clauses (x) and (y) of this Section 2.4(c)(ii)(A). In the event that any MFP Shares are to be redeemed pursuant to clause (y) of this Section 2.4(c)(ii)(A), the Fund shall redeem such MFP Shares at a price per MFP Share equal to the Redemption Price on the Redemption Date therefor.

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(B)    On the Redemption Date for a redemption contemplated by clause (y) of Section 2.4(c)(ii)(A), the Fund shall not redeem more than the maximum number of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Declaration and applicable law. If the Fund is unable to redeem the required number of MFP Shares and other Preferred Shares which have been designated to be redeemed in accordance with clause (y) of Section 2.4(c)(ii)(A) due to the unavailability of legally available funds, the Fund shall redeem those MFP Shares and other Preferred Shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding MFP Shares are to be redeemed pursuant to clause (y) of Section 2.4(c)(ii)(A), the number of MFP Shares to be redeemed from the respective Holders shall be redeemed (A) pro rata among the Outstanding MFP Shares, (B) by lot or (C) in such other manner as the Board of Trustees may determine to be fair and equitable and that is in accordance with the 1940 Act; provided , in each such case, that such method of redemption as set forth in this Section 2.4(c)(ii)(B) shall be subject to any applicable procedures established by the Securities Depository.

(d)     Optional Redemption .

(i)    Subject to the provisions of Section 2.4(d)(ii), the Fund may at its option on any Business Day (any such Business Day referred to above in this sentence, an “ Optional Redemption Date ”), redeem in whole or from time to time in part the Outstanding MFP Shares, at a price per MFP Share equal to the Redemption Price.

(ii)    If fewer than all of the Outstanding MFP Shares are to be redeemed pursuant to Section 2.4(d)(i), the shares to be redeemed from the respective Holders shall be selected either (A) pro rata among the Holders of the MFP Shares, (B) by lot or (C) in such other manner as the Board of Trustees may determine to be fair and equitable. Subject to the provisions of this Supplement and applicable law, the Board of Trustees will have the full power and authority to prescribe the terms and conditions upon which MFP Shares will be redeemed pursuant to this Section 2.4(d) from time to time.

(iii)    The Fund may not on any date deliver a Notice of Redemption pursuant to Section 2.4(e) in respect of a redemption contemplated to be effected pursuant to this Section 2.4(d) unless on such date the Fund has available Deposit Securities for the Optional Redemption Date contemplated by such Notice of Redemption having a Market Value not less than the amount (including any applicable premium) due to Holders of MFP Shares by reason of the redemption of such MFP Shares on such Optional Redemption Date.

(iv)    Any MFP Shares redeemed at the sole option of the Fund in accordance with, but solely to the extent contemplated by, Section 2.4(c)(i)(B) or Section 2.4(c)(ii)(B) shall be considered mandatorily redeemed in accordance therewith and not subject to this Section 2.4(d).

(e)     Procedures for Redemption .

(i)    If the Fund shall determine or be required to redeem, in whole or in part, MFP Shares pursuant to Section 2.4(a), (b), (c) or (d), the Fund shall deliver a notice of redemption (the “ Notice of Redemption ”) with respect to any redemption pursuant to Section 2.4(a), (b), (c) or (d), by overnight delivery, by first class mail, postage prepaid, or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid, or by Electronic Means. A Notice of Redemption shall be provided not more than forty-five (45) calendar days and not less than five (5) Business Days prior to the date fixed for redemption pursuant to Section 2.4(a), (b), (c) or (d) in such Notice of Redemption (the “ Redemption Date ”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) that it applies to the MFP Shares and the number of MFP Shares to be redeemed; (C) the CUSIP number for the MFP Shares; (D) the applicable Redemption Price on a per share basis; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the MFP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Supplement under which such redemption is made. If fewer than all MFP Shares held by any Holder are to be

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redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of MFP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.4(d) of this Supplement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.

(ii)    If the Fund shall give a Notice of Redemption, then at any time from and after the giving of such Notice of Redemption and prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the MFP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the MFP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is the Failed Remarketing Mandatory Redemption Date, then such deposit of Deposit Securities (which may come in whole or in part from the Failed Remarketing Mandatory Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Failed Remarketing Mandatory Redemption Date.

(iii)    In the case of any redemption pursuant to Section 2.4(d), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof of no less than the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

(iv)    Notwithstanding anything to the contrary herein or in any Notice of Redemption, if the Fund shall not have redeemed MFP Shares on the applicable Redemption Date, the Holders of the MFP Shares subject to redemption shall continue to be entitled to (a) receive dividends on such MFP Shares accumulated at the Dividend Rate for the period from, and including, such Redemption Date through, but excluding, the date on which such MFP Shares are actually redeemed and such dividends, to the extent accumulated, but unpaid, during such period (whether or not earned or declared but without interest thereon), together with any Additional Amount Payment applicable thereto, shall be included in the Redemption Price for such MFP Shares and (b) transfer the MFP Shares prior to the date on which such MFP Shares are actually redeemed; provided , that all other rights of Holders of such MFP Shares shall have terminated upon the date of deposit of Deposit Securities in accordance with and as provided in Sections 2.4(e)(ii) and Section 10(g) of the Statement.

(f)     Calculation and Paying Agent as Trustee of Redemption Payments by Fund . All Deposit Securities transferred to the Calculation and Paying Agent for payment of the Redemption Price of MFP Shares called for redemption shall be held in trust by the Calculation and Paying Agent for the benefit of Holders of MFP Shares so to be redeemed until paid to such Holders in accordance with the terms hereof or returned to the Fund in accordance with the provisions of Section 10(g) of the Statement.

(g)     Modification of Redemption Procedures . Notwithstanding the foregoing provisions of this Section 2.4, the Fund may, in its sole discretion and without a shareholder vote, modify the procedures set forth above with respect to notification of redemption for the MFP Shares (other than the five (5) Business Day minimum notice period set forth in Section 2.4(e)(i)); provided , that such modification does not materially and adversely affect the Holders of the MFP Shares or cause the Fund to violate any applicable law, rule or regulation; and provided further that no such modification shall in any way alter the rights or obligations of the Calculation and Paying Agent without its prior written consent.

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Section  2.5      Rating Agencies . The Fund shall use commercially reasonable efforts to cause the Rating Agencies to issue long-term credit ratings with respect to the MFP Shares for so long as the MFP Shares are Outstanding. The Fund shall use commercially reasonable efforts to comply with any applicable Rating Agency Guidelines. If a Rating Agency shall cease to rate the securities of tax-exempt closed-end management investment companies generally, the Board of Trustees shall terminate the designation of such Rating Agency as a Rating Agency hereunder. The Board of Trustees may elect to terminate the designation of any Rating Agency as a Rating Agency hereunder so long as either (i) immediately following such termination, there would be at least two Rating Agencies with respect to the MFP Shares or (ii) it replaces the terminated Rating Agency with another NRSRO and provides notice thereof to the Holders of the MFP Shares; provided that such replacement shall not occur unless such replacement Rating Agency shall have at the time of such replacement (i) published a rating for the MFP Shares and (ii) entered into an agreement with the Fund to continue to publish such rating subject to the Rating Agency’s customary conditions. The Board of Trustees may also elect to designate one or more other NRSROs as Rating Agencies hereunder by notice to the Holders of the MFP Shares.

Section  2.6      Issuance of Additional Preferred Shares . So long as any MFP Shares are Outstanding, the Fund may, without the vote or consent of the Holders thereof authorize, establish and create and issue and sell shares of one or more series of a class of Preferred Shares, ranking on a parity with MFP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs of the Fund, in addition to then Outstanding MFP Shares, including additional MFP Shares, in each case in accordance with applicable law, provided that the Fund shall, immediately after giving effect to the issuance and sale of such additional Preferred Shares and to its receipt and application of the proceeds thereof, including to the redemption of Preferred Shares with such proceeds, have Asset Coverage (calculated in the same manner as is contemplated by Section 2.3(b) hereof) of at least 225%.

Section  2.7      Distributions with respect to Taxable Allocations . Holders of MFP Shares shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available therefor in accordance with applicable law, the Declaration and the Statement, additional dividends or other distributions payable in an amount or amounts equal to the aggregate Additional Amount Payments, as follows:

(a)    Whenever the Fund intends or expects to include a Taxable Allocation in any dividend on MFP Shares, the Fund shall, subject to Section 2.7(b), (i) in addition to and in conjunction with the payment of such dividend, pay the Additional Amount Payment, payable in respect of the Taxable Allocation that was included as part of such dividend and (ii) notify the Calculation and Paying Agent and the Remarketing Agent of the fact that a Taxable Allocation will be so included not later than fourteen (14) calendar days preceding the earliest date on which a dividend is declared with respect to which the Taxable Allocation will relate (as provided in Section 2.7(d)). Whenever such advance notice (a “ Notice of Taxable Allocation ”) is received from the Fund, the Calculation and Paying Agent will, in turn, provide notice thereof to the Remarketing Agent, each Holder and to each Beneficial Owner or such Beneficial Owner’s Agent Member that has been identified in writing to the Calculation and Paying Agent.

(b)    If the Fund determines that a Taxable Allocation must be included in a dividend on MFP Shares but it is not practicable to pay any required Additional Amount Payment concurrently with such dividend pursuant to Section 2.7(a), then the Fund shall pay such Additional Amount Payment as soon as reasonably practicable and without reference to any regular Dividend Payment Date. Similarly, if the Fund determines that a Taxable Allocation must be included in a dividend on MFP Shares but it is not practicable to comply with the requirements for prior notice in Section 2.7(a), then the Fund shall provide notice thereof to the Calculation and Paying Agent and the Remarketing Agent as soon as practicable, but in any event prior to the end of the calendar year in which such dividend is paid. Whenever such notice is received from the Fund, the Calculation and Paying Agent will, in turn, provide notice thereof to each Holder and each Beneficial Owner or such Beneficial Owner’s Agent Member that has been identified in writing to the Calculation and Paying Agent. For the avoidance of doubt, this Section 2.7(b) is not intended to excuse the Fund’s obligations under Section 2.7(a), but rather to provide a mechanism for paying Additional Amount Payments and providing notice thereof under circumstances in which the Fund may not become aware of the need to report a dividend as other than as wholly an exempt-interest dividend until it is not practicable to comply fully with Section 2.7(a). Moreover, the Fund shall not be considered to have failed to comply with the notice provisions of Section 2.7(a)(ii) to the extent that (i) the Fund’s determination of whether a Taxable Allocation will be

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required cannot be made prior to the date on which notice would otherwise be required, (ii) such Taxable Allocation cannot be made with respect to a later dividend because the current dividend is the last with respect to the Fund’s taxable year, and (iii) the Fund timely complies with its obligations for notice under this Section 2.7(b) with respect to such events and Taxable Allocation.

(c)    Notwithstanding anything to the contrary in this Supplement, the Fund shall not be required to make Additional Amount Payments with respect to any net capital gains or ordinary income determined by the Internal Revenue Service to be allocable in a manner different from the manner used by the Fund. The Fund will promptly give notice to the Calculation and Paying Agent and the Remarketing Agent of any such determination, with instructions to the Calculation and Paying Agent to forward such notice to each Holder of affected MFP Shares during the affected periods at such Holder’s address as the same appears or last appeared on the record books of the Fund.

(d)    If the Fund determines that a Taxable Allocation will be made with respect to a dividend to be paid with respect to MFP Shares on a date specified in Section 2.1(e) and notice of such Taxable Allocation is required pursuant to Section 2.7(a)(ii) or Section 2.7(b), to the extent possible the Fund will cause such Taxable Allocation to relate to the last day on which dividends are declared that will be paid on such specified date (and, if the amount of the dividend declared on such last day is less than the Taxable Allocation, the immediately preceding day, with such process continuing to each preceding day in the applicable Dividend Period until the full amount of the Taxable Allocation is exhausted) so that, to the extent possible, the dividends declared on the earlier dates will be reported entirely as exempt-interest dividends and only the dividends declared with respect to such last day or preceding days will include a Taxable Allocation.

Section  2.8      Failed Remarketing Mandatory Redemption Liquidity Account and Liquidity Requirement .

(a)    At least six months prior to the Failed Remarketing Mandatory Redemption Date, if any, the Fund shall cause the Custodian to earmark, by means of appropriate identification on its books and records or otherwise in accordance with the Custodian’s normal procedures, from the other assets of the Fund (the “ Failed Remarketing Mandatory Redemption Liquidity Account ”) Liquidity Account Investments with a Market Value equal to at least one hundred ten percent (110%) of the Liquidation Preference of the Outstanding MFP Shares. If, during the six-month period, the aggregate Market Value of the Liquidity Account Investments included in the Failed Remarketing Mandatory Redemption Liquidity Account as of the close of business on any Business Day is less than one hundred ten percent (110%) of the Liquidation Preference of the Outstanding MFP Shares, then the Fund shall cause the Custodian and the Investment Adviser to take all such necessary actions, including earmarking additional assets of the Fund as Liquidity Account Investments, so that the aggregate Market Value of the Liquidity Account Investments included in the Failed Remarketing Mandatory Redemption Liquidity Account for the MFP Shares is equal to at least one hundred ten percent (110%) of the Liquidation Preference of the Outstanding MFP Shares not later than the close of business on the next succeeding Business Day. With respect to assets of the Fund earmarked as Liquidity Account Investments, the Investment Adviser, on behalf of the Fund, shall be entitled to instruct the Custodian on any date to release any Liquidity Account Investments from such earmarking and to substitute therefor other Liquidity Account Investments, so long as (i) the assets of the Fund earmarked as Liquidity Account Investments at the close of business on such date have a Market Value equal to at least one hundred ten percent (110%) of the Liquidation Preference of the Outstanding MFP Shares and (ii) the assets of the Fund constituting Deposit Securities earmarked in the Failed Remarketing Mandatory Redemption Liquidity Account at the close of business on such date have a Market Value equal to the Liquidity Requirement (if any) determined in accordance with Section 2.8(b) below with respect to the MFP Shares for such date. The Fund shall not, and shall cause the Custodian not to, permit any lien, security interest or encumbrance to be created or permitted to exist on or in respect of any Liquidity Account Investments included in the Failed Remarketing Mandatory Redemption Liquidity Account for the MFP Shares, other than liens, security interests or encumbrances arising by operation of law and any lien of the Custodian with respect to the payment of its fees or repayment for its advances.

(b)    The Market Value of the Deposit Securities held in the Failed Remarketing Mandatory Redemption Liquidity Account, from and after the day (or, if such day is not a Business Day, the next succeeding Business Day) preceding the Failed Remarketing Mandatory Redemption Date specified in the table set

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forth below, shall not be less than the percentage of the Liquidation Preference of the Outstanding MFP Shares set forth below opposite such number of months (the “ Liquidity Requirement ”), but in all cases subject to the cure provisions of Section 2.8(c) below:

(c)    If the aggregate Market Value of the Deposit Securities included in the Failed Remarketing Mandatory Redemption Liquidity Account as of the close of business on any Business Day is less than the Liquidity Requirement for such Business Day, then the Fund shall cause the earmarking of additional or substitute Deposit Securities in respect of the Failed Remarketing Mandatory Redemption Liquidity Account, so that the aggregate Market Value of the Deposit Securities included in the Failed Remarketing Mandatory Redemption Liquidity Account is at least equal to the Liquidity Requirement not later than the close of business on the next succeeding Business Day.

(d)    The Deposit Securities included in the Failed Remarketing Mandatory Redemption Liquidity Account may be applied by the Fund, in its discretion, towards payment of the Redemption Price as contemplated by Section 2.4(b). Upon the earlier to occur of (x) the successful remarketing of all of the Outstanding MFP Shares in accordance with Section 2.2(c) or (y) the deposit by the Fund with the Calculation and Paying Agent of Deposit Securities having an initial combined Market Value sufficient to effect the redemption of the MFP Shares on the Failed Remarketing Mandatory Redemption Date in accordance with Section 2.4(e)(ii), the requirement of the Fund to maintain the Failed Remarketing Mandatory Redemption Liquidity Account as contemplated by this Section 2.8 shall lapse and be of no further force and effect.

Section  2.9      Termination . Upon the earlier to occur of (a) no MFP Shares being Outstanding or (b) the successful transition to a new Mode for the MFP Shares, all rights and preferences of the MFP Shares established and designated hereunder shall cease and terminate, and all obligations of the Fund under this Supplement with respect to the MFP Shares shall terminate.

Section  2.10      Actions on Other than Business Days . Unless otherwise provided herein, if the date for making any payment, performing any act or exercising any right, in each case as provided for in this Supplement, is not a Business Day, such payment shall be made, act performed or right exercised on the next succeeding Business Day, with the same force and effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no dividends, interest or other amount shall accrue for the period between such nominal date and the date of payment.

Section  2.11      Modification . To the extent permitted by law and the Statement, the Board of Trustees, without the vote of the Holders of MFP Shares, may interpret, supplement or amend the provisions of this Supplement.

ARTICLE III

TRANSITION TO NEW MODE

Section  3.1      Election and Notice of Mode Change .

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(a)    The Fund may at its option elect to terminate the Initial Mode and change the MFP Shares to a new Mode by delivering a notice of Mode change (a “ Mode Change Notice ”) by Electronic Means to the Remarketing Agent and the Calculation and Paying Agent and by overnight delivery, by first class mail, postage prepaid or by Electronic Means to the Holders of the MFP Shares, or by requesting the Calculation and Paying Agent, on behalf of the Fund, to promptly do so. The Mode Change Notice shall be provided not more than forty-five (45) calendar days and not less than ten (10) Business Days prior to the Mode Termination Date for the Initial Mode specified in such Mode Change Notice. Subject to the notice requirement in the immediately preceding sentence, the Fund may select any Wednesday that is a Business Day, and for which the next calendar day is also a Business Day, as the Mode Termination Date, with the new Mode to commence on the Business Day immediately following the Mode Termination Date (the “ New Mode Commencement Date ”) and end not later than the Term Redemption Date. The terms of the new Mode may not, in any event, affect the parity ranking of MFP Shares relative to each other or to any other series of Preferred Shares of the Fund then outstanding with respect to dividends or distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund.

(b)    The Mode Change Notice shall state: (A) the Mode Termination Date; (B) that the notice relates to the MFP Shares; (C) the CUSIP number for the MFP Shares; (D) the Purchase Price on a per share basis; (E) that (i) all Outstanding MFP Shares will be subject to Mandatory Tender for Mode Change Remarketing on the New Mode Commencement Date, and (ii) in the event of a Failed Remarketing Event, all MFP Shares will be returned to the relevant tendering Holders; and (F) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Mode Change Notice states) are to be surrendered for payment of the Purchase Price. The Fund may provide in any Mode Change Notice that such Mode change is subject to one or more conditions precedent and that the Fund shall not be required to effect such change unless each such condition has been satisfied at the time or times and in the manner specified in such Mode Change Notice.

(c)    The Fund shall use its best efforts to cause the transition to a new Mode and the terms and conditions of such new Mode to be consistent with the continuing qualification of the MFP Shares as equity in the Fund for U.S. federal income tax purposes, and it shall be a condition precedent to such transition that the Fund shall have received an opinion of counsel to the effect that the MFP Shares will continue to qualify as equity in the Fund for U.S. federal income tax purposes.

Section  3.2      Transition to New Mode .

(a)    All Outstanding MFP Shares automatically will be subject to mandatory tender for remarketing and delivered to the Calculation and Paying Agent for delivery to the Remarketing Agent, or directly to the Remarketing Agent, for sale to, and purchase by, purchasers in the remarketing on the New Mode Commencement Date, in the event of a successful remarketing. All Tendered MFP Shares will be remarketed at the Purchase Price of such MFP Shares.

(b)    In the event of a successful remarketing, the proceeds of the sale of the Tendered MFP Shares may be paid (i) through the Calculation and Paying Agent or (ii) to the Beneficial Owners (directly or through the Securities Depository) as directed by the Fund. In the case of (i), the proceeds shall be used by the Calculation and Paying Agent, or directly by the Remarketing Agent, for the purchase of the Tendered MFP Shares at the Purchase Price, and the terms of the sale will provide for the wire transfer of such Purchase Price by the Remarketing Agent to be received by the Calculation and Paying Agent no later than 11:00 a.m., New York City time, on the New Mode Commencement Date for payment to the Beneficial Owners tendering MFP Shares for sale through the Securities Depository, in immediately available funds, and, in the case of (ii), the terms of the sale will provide for the wire transfer of such Purchase Price by the Remarketing Agent to be made by no later than 11:00 a.m., New York City time (or such other time as the Remarketing Agent and the Beneficial Owners may agree), on the New Mode Commencement Date, in either case, against delivery of the Tendered MFP Shares either (x) to the Calculation and Paying Agent through the Securities Depository on the New Mode Commencement Date and the re-delivery of such MFP Shares by means of “FREE” delivery through the Securities Depository to the Remarketing Agent for delivery to the relevant purchaser’s Agent Member or (y) directly to the Remarketing Agent or such Agent Member through the Securities Depository by 3:00 p.m., New York City time, on the New Mode Commencement Date.

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(c)    By 3:30 p.m., New York City time, on the New Mode Commencement Date, the Remarketing Agent shall deliver a Remarketing Notice to the Calculation and Paying Agent, the Fund and the Holders, by Electronic Means, that provides notice of the successful remarketing of all Outstanding MFP Shares or, if applicable, the number of MFP Shares, if any, not successfully remarketed for purchase on the New Mode Commencement Date, and the Purchase Price per MFP Share. If the Remarketing Notice states that the Remarketing Agent has not successfully remarketed all of the MFP Shares to be purchased on the New Mode Commencement Date or if remarketing proceeds for any Tendered MFP Shares have not been received for any reason by the Calculation and Paying Agent by 4:30 p.m., New York City time, or, if payment is made directly to the Beneficial Owners, by the Beneficial Owners by 3:00 p.m., New York City time, in each case on the New Mode Commencement Date (in which case the related MFP Shares will be treated as not having been successfully remarketed), a “ Failed Remarketing Event ” shall have occurred, and the Remarketing Agent will promptly, and in any event by approximately 5:00 p.m., New York City time, on such day, deliver by Electronic Means to the Holders, the Fund and the Calculation and Paying Agent a Failed Remarketing Notice; provided , that, if payment for all Outstanding MFP Shares is received by, as applicable, the Calculation and Paying Agent after 2:45 p.m., New York City time, but by 4:30 p.m., New York City time, on such day, or if the Fund and the Required Beneficial Owners agree to waive the occurrence of a Failed Remarketing Event on such day, then the Mode Termination Date shall be deemed changed to such day and the New Mode Commencement Date shall be deemed changed to the immediately succeeding Business Day. The New Mode Commencement Date, and the date, if any, to which it shall have been postponed in accordance with the foregoing shall be a Dividend Payment Date.

(d)    In the event that MFP Shares are issued in certificated form outside the book-entry system of the Securities Depository and a Holder of MFP Shares fails to deliver such MFP Shares to which a mandatory tender relates on or prior to the New Mode Commencement Date, the Holder of such MFP Shares shall not be entitled to any payment (including any accumulated but unpaid dividends thereon, whether or not earned or declared) other than the Purchase Price of such undelivered MFP Shares as of the scheduled New Mode Commencement Date. Any such undelivered MFP Shares will be deemed to be delivered to the Calculation and Paying Agent, and the Calculation and Paying Agent will place stop-transfer orders against the undelivered MFP Shares. Any moneys held by the Calculation and Paying Agent for the purchase of undelivered MFP Shares will be held in a separate account by the Calculation and Paying Agent, will not be invested, and will be held for the exclusive benefit of the Holder of such undelivered MFP Shares. The undelivered MFP Shares will be deemed to be no longer Outstanding (except as to entitlement to payment of the Purchase Price), and the Fund will issue to the purchaser replacement MFP Share certificates in lieu of such undelivered MFP Shares.

Section  3.3      Failed Transition .

(a)    In the event that a Failed Remarketing Event occurs, the new Mode designated by the relevant Mode Change Notice shall not be established. In such event, the Initial Mode shall continue in the form determined by the Fund’s election pursuant to Section 3.3(b) below, a Failed Remarketing Period shall commence and the Dividend Rate shall be the Step-Up Dividend Rate. All Tendered MFP Shares shall be returned to the relevant tendering Holders by the Calculation and Paying Agent. Upon the occurrence of a Failed Remarketing Event, (i) the Remarketing Agent shall provide written notice to the Calculation and Paying Agent, the Fund and the Holders of the MFP Shares by Electronic Means and (ii) all Outstanding MFP Shares shall become subject to mandatory redemption on the Failed Remarketing Mandatory Redemption Date, subject to paragraph (c) below.

(b)    By not later than the Business Day immediately following the occurrence of a Failed Remarketing Event as contemplated in Section 3.2(c), the Fund shall make an election, and provide a Failed Transition Election Notice in writing by Electronic Means to the Holders, the Remarketing Agent and the Calculation and Paying Agent, to either (i) cancel the related attempted transition to a new Mode, in which case the provisions of Section 2.2(c) shall apply to the Failed Remarketing Period, or (ii) continue to attempt to transition to a new Mode, in which case the Fund shall continue to use its reasonable best efforts to successfully establish a new Mode for the MFP Shares and, in connection with each such attempt, may designate by a Mode Change Notice a new Mode with new or different terms, until (x) a new Mode is established, (y) the Fund makes a new election to cancel the attempted Mode transition as provided in clause (i) above in connection with a subsequent failure to establish a new Mode, or (z) no MFP Shares remain Outstanding. If a subsequent Failed Remarketing Event occurs in connection with the remarketing relating to such continued attempt to establish a new Mode, any such Failed Remarketing Event shall not alter the Failed Remarketing Period, the Failed Remarketing Mandatory Redemption Date or the Step-Up Dividend Rate.

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(c)    In the event that, within the Failed Remarketing Period, (i) if the Fund shall have made the election set forth in Section 3.3(b)(i) above, all (but not less than all) of the MFP Shares are successfully remarketed pursuant to a mandatory tender for remarketing in accordance with Section 2.2(c) above, or (ii) if the Fund shall have made the election set forth in Section 3.3(b)(ii) above, the Fund successfully establishes a new Mode, the Failed Remarketing Period shall terminate, the MFP Shares shall not be subject to redemption on the related Failed Remarketing Mandatory Redemption Date and, as applicable, the Initial Mode shall continue or the MFP Shares shall be subject to the terms established for the new Mode.

[Signature Page Begins on the Following Page]

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IN WITNESS WHEREOF , Nuveen AMT-Free Municipal Credit Income Fund, having duly adopted this Supplement, has caused this Supplement to be signed on March 5, 2019 in its name and on its behalf by a duly authorized officer. The Declaration is on file with the Secretary of the Commonwealth of Massachusetts, and the said officer of the Fund has executed this Supplement as an officer and not individually, and the obligations of the Fund set forth in this Supplement are not binding upon any such officer, or the trustees of the Fund or shareholders of the Fund, individually, but are binding only upon the assets and property of the Fund.

Signature Page to Supplement (NVG Series B MFP)

Exhibit h.2

Execution Copy

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND

UNDERWRITING AGREEMENT (THE “AGREEMENT”)

(MFP Shares)

MARCH 5, 2019

March 5, 2019

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Nuveen AMT-Free Municipal Credit Income Fund (the “ Fund ”), Nuveen Fund Advisors, LLC (the “ Investment Adviser ”) and Nuveen Asset Management, LLC (the “ Sub-Adviser ,” and together with the Investment Adviser, the “ Advisers ”), confirm their respective agreements with Barclays Capital Inc. (the “ Underwriter ,”), with respect to the issue and sale by the Fund and the purchase by the Underwriter of 200,000 Series B MuniFund Preferred Shares, par value $0.01 per share and liquidation preference of $1,000 per share (the “ MFP Shares ”), in the Variable Rate Remarketed Mode (the MFP Shares, while in the Variable Rate Remarketed Mode, the “ Securities ”).

The Securities will be authorized by, and subject to the terms and conditions of, the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares and the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares constituting Appendix A thereto (collectively, the “ Statement ”) and the Declaration of Trust of the Fund dated July 12, 1999, as amended (the “ Declaration of Trust ”) in the forms filed as exhibits to the Registration Statement (as defined in this Agreement).

The Fund has filed with the Securities and Exchange Commission (the “ Commission ”) a shelf registration statement, including a base prospectus, on Form N-2, as amended (File Nos. 333-226136 and 811-09475), for the registration of the Securities and other securities under the Securities Act of 1933, as amended (the “ 1933 Act ”), and the rules and regulations of the Commission thereunder (the “ 1933 Act Regulations ”), and a notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), and the rules and regulations of the Commission thereunder (the “ 1940 Act Regulations ”). Promptly after execution and delivery of this Agreement, the Fund will prepare and file a prospectus and statement of additional information in accordance with the provisions of Rule 430B (“ Rule 430B ”) of the 1933 Act Regulations and of Rule 497 (“ Rule 497 ”) of the 1933 Act Regulations. The information included in any such prospectus (including the statement of additional information incorporated therein by reference) that was omitted from such registration statement at the time it became effective on February 11, 2019 but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430B is referred to as “ Rule 430B Information .” The registration statement, including the exhibits thereto and schedules thereto at the time it became effective and including the Rule 430B Information and any information incorporated by reference therein is herein called the “ Registration Statement .” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “ Rule 462(b) Registration Statement ,” and after such filing the term “ Registration Statement ” shall include the Rule 462(b) Registration Statement. The base prospectus included in the Registration Statement at the time it became effective is called the “ Base Prospectus .” The Base Prospectus, together with the preliminary

prospectus supplement dated February 19, 2019, which is identified on Schedule B hereto under the caption “Time of Sale Prospectus,” is herein called the “ Preliminary Prospectus .” The final prospectus in the form first filed under Rule 497, including the Base Prospectus, and furnished to the Underwriter for use in connection with the offering of the Securities, including the statement of additional information and any other information incorporated therein by reference, is herein called the “ Prospectus .” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus (as defined below) or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”).

The Fund understands that the Underwriter proposes to make a public offering of the Securities as soon as the Underwriter deems advisable after this Agreement has been executed on the terms and in the manner set forth herein and in the Time of Sale Prospectus (as defined below) and agrees that the Underwriter may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers on the terms set forth in the Time of Sale Prospectus. “ Time of Sale ” means 2:30 p.m. (Eastern Time) on March 5, 2019 or such other time as agreed by the Fund and the Underwriter. “ Time of Sale Prospectus ” means the Preliminary Prospectus together with the other information, if any, identified in Schedule B hereto under the caption Time of Sale Prospectus and any Rule 482 Statement (as defined below) identified on Schedule C hereto. The Fund hereby confirms that it has authorized the use of the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus in connection with the offer and sale of the Securities by the Underwriter. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.

SECTION 1. Representations and Warranties.

(a)     Representations and Warranties by the Fund and the Advisers . The Fund and the Advisers jointly and severally represent and warrant to the Underwriter as of the date hereof, as of the Time of Sale, as of the Closing Time referred to in Section 2(b) hereof and agree with the Underwriter, as follows:

(i)     Compliance with Registration Requirements . Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, and no order of suspension or revocation of the registration of the Fund pursuant to Section 8(e) of the 1940 Act has been issued, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Advisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement, at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x) applicable for use on Form N-2 based on interpretative guidance of the staff of the Commission set forth in the “no-action” letter Nuveen Virginia Premium Income Municipal Fund (available October 6, 2006).

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(A) Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and the rules and regulations of the Commission thereunder (the “ 1934 Act Regulations ”), or the 1940 Act and the 1940 Act Regulations and incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the 1934 Act, the 1934 Act Regulations, the 1940 Act and the 1940 Act Regulations, (B) the Registration Statement, any Rule 462(b) Registration Statement, the notification on Form N-8A and any post-effective amendments thereto at the respective times they became effective did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the Time of Sale Prospectus as of the Time of Sale did not, and as of the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (D) any Rule 482 Statement prepared, used or referred to by the Fund or by the Underwriter with the consent of the Fund, when considered together with the Time of Sale Prospectus, at the time of its use did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (E) the Preliminary Prospectus as of its date did not, the Time of Sale Prospectus as of its date did not and the Prospectus as of its date and the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Rule 482 Statement based upon information relating to the Underwriter furnished to the Fund in writing by the Underwriter expressly for use therein. The Fund hereby acknowledges that the only information that the Underwriter has furnished to the Fund expressly for use in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Rule 482 Statement is the statement set forth in the second sentence and third sentence of the fourth paragraph, the first sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting” in the Time of Sale Prospectus and the Prospectus (the “ Underwriter Information ”).

At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Preliminary Prospectus and the Prospectus complied or will comply when so filed in all material respects with the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering were or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

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If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 of the 1933 Act Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“ Rule 3a ”) relating to the payment of the required filing fee and the filing of the Prospectus under Rule 497, and the Fund has taken all required action under the 1933 Act, the 1934 Act and the 1940 Act to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

(i) Independent Registered Public Accounting Firm . The independent registered public accounting firm which certified the financial highlights, the statement of assets and liabilities and related statement of operations and delivered its report with respect to the audited financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus is an independent registered public accounting firm with respect to the Fund as required by the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations.

(ii)     Financial Statements . The financial highlights, the statement of assets and liabilities and related statement of operations included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes, present fairly, or will present fairly in the case of the Prospectus, the financial position of the Fund at the dates and for the periods indicated; said financial highlights and statements have been prepared in conformity with generally accepted accounting principles in the United States (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and the other financial and statistical information and data included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus are accurately derived, or will be accurately derived in the case of the Prospectus, from such financial statements and the books and records of the Fund.

(iii)     No Material Adverse Change . Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business (a “ Material Adverse Effect ”), (B) there have been no transactions entered into by the Fund, other than those in the ordinary course of business, which are material with respect to the Fund, and (C) except for regular dividends on the Fund’s outstanding common and preferred shares of beneficial interest, there has been no dividend or distribution of any kind declared, paid or made by the Fund on any class of its shares of beneficial interest.

(iv)     Good Standing of the Fund . The Fund has been organized and is validly existing and in good standing as a business trust under the laws of the Commonwealth of Massachusetts and has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement; and the Fund is duly qualified to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not, singly or in the aggregate, have a Material Adverse Effect on the Fund.

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(v)     No Subsidiaries . The Fund has no subsidiaries.

(vi)     Investment Company Status . The Fund is duly registered with the Commission under the 1940 Act as a closed-end, diversified management investment company, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission. The Fund is, and at all times through the completion of the transactions contemplated hereby, will be, in compliance with the applicable provisions of the 1940 Act and the 1940 Act Regulations.

(vii)     Officers and Trustees . No individual or entity is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act, the 1940 Act Regulations, the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”), and the rules and regulations of the Commission thereunder (the “ Advisers Act Regulations ”). Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 1940 Act) of the Fund or (B) an “affiliated person” (as defined in the 1940 Act) of the Underwriter.

(viii)     Capitalization .    The authorized, issued and outstanding shares of beneficial interest of the Fund are as set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All issued and outstanding shares of beneficial interest of the Fund have been duly authorized and validly issued and are fully paid and non-assessable (except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) and have been offered and sold or exchanged by the Fund in compliance with all applicable laws (including, without limitation, federal and state securities laws); none of the outstanding shares of beneficial interest of the Fund were issued in violation of the preemptive or other similar rights of any securityholder of the Fund; and, except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of beneficial interest of or ownership interests in the Fund are outstanding.

(ix)     Authorization and Description of Securities . The Securities to be purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement and, when issued and delivered by the Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable (except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities conform to all statements relating thereto contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus and such statements conform to the rights set forth in the instruments defining the same, to the extent such rights are set forth; except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Fund. The Statement creating the Securities will have been duly filed with the Secretary of the Commonwealth of Massachusetts and with all other offices where such filing is required, at or before the Closing Time.

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(x)     Absence of Defaults and Conflicts . The Fund is not (A) in violation or default of any provision of its Declaration of Trust, by-laws or the Statement, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of the property or assets of the Fund is subject (together with the Declaration of Trust, by-laws and the Statement, the “ Agreements and Instruments ”), except, with respect to clause (B) only, for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement dated as of April 11, 2016 between the Fund and the Investment Adviser, as amended (the “ Investment Management Agreement ”), the Amended and Restated Master Custodian Agreement dated as of July 15, 2015, between the Fund and State Street Bank and Trust Company, as amended (the “ Custodian Agreement ”), the Tender and Paying Agent Agreement dated as of March 7, 2019 between the Fund and The Bank of New York Mellon (the “ Calculation and Paying Agent ”), with respect to the Securities (the “ Tender and Paying Agent Agreement ”), and the Remarketing Agreement dated as of March 7, 2019 between the Fund and the Investment Adviser and Barclays Capital Inc., with respect to the Securities (the “ Remarketing Agreement ”) (collectively, the Investment Management Agreement, the Custodian Agreement, the Tender and Paying Agent Agreement and the Remarketing Agreement are herein referred to as the “ Fund Agreements ”), and any other material agreements, and the consummation of the transactions contemplated herein and in the Registration Statement, the Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Fund with its obligations hereunder have been duly authorized by all necessary trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Declaration of Trust, the by-laws of the Fund or the Statement, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality, regulatory body, administrative agency or court, domestic or foreign, or other authority having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a “ Repayment Event ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

(xi)     Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body or arbitrator,

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domestic or foreign, now pending, or, to the knowledge of the Fund, threatened, against or affecting the Fund, which is required by the 1940 Act to be disclosed in the Registration Statement by reference to Item 12 of Form N-2 that has not been disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or which might reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or a material adverse effect on the Fund’s consummation of the transactions contemplated in this Agreement or the performance by the Fund of its obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Fund is a party or of which any of its property or assets is subject which are not described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect.

(xii)     Accuracy of Exhibits and Disclosure . There are no contracts or documents which are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required; the information in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of the VRRM-MFP Shares,” “Description of Securities,” “Certain Provisions in the Declaration of Trust and By-Laws” and “Tax Matters” and in the Registration Statement under Item 30 (Indemnification) to the extent that it constitutes summaries of matters of law, legal matters, the Fund’s Declaration of Trust and by-laws, the Statement or legal proceedings, or legal conclusions, is correct in all material respects.

(xiii)     Possession of Intellectual Property . The Fund owns or possesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on the business now operated by the Fund, and the Fund has not received any notice or is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Fund therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xiv)     Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Fund of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or in the Fund Agreements, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the 1940 Act, the 1940 Act Regulations, the Advisers Act, the Advisers Act Regulations, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”).

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(xv)     Possession of Licenses and Permits . The Fund possesses all permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business as contemplated in the Registration Statement, the Time of Sale Prospectus or the Prospectus; the Fund is in compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect; and the Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xvi)     Insurance . The Fund is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged and which the Fund deems adequate; all policies of insurance insuring the Fund or its business, assets, employees, officers and trustees, including the Fund’s trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 of the 1940 Act Regulations, are in full force and effect; the Fund is in compliance with the terms of such policy and fidelity bond in all material respects; and there are no claims by the Fund under any such policy or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect on the Fund, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(xvii)     Material Lending or Other Relationship . Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Fund (A) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriter and (B) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Underwriter.

(xviii)     Subchapter M . The Fund intends to direct the investment of the proceeds of the offering described in the Registration Statement, the Time of Sale Prospectus and the Prospectus in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (“ Subchapter M of the Code ” and the “ Code ,” respectively), and is currently, and at all times since inception of investment operations has been, in compliance with the requirements to qualify as a regulated investment company under Subchapter M of the Code.

(xix)     Tax Returns . The Fund has filed all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof (except in any case in which the failure so to file would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due

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and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(xx)     Sarbanes-Oxley Act of 2002 . There is and has been no failure on the part of the Fund or any of the Fund’s trustees or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”) applicable to them.

(xxi)     Rule 38a-1 . The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 of the 1940 Act Regulations) by the Fund, including policies and procedures that provide oversight of compliance by the Advisers, administrator and transfer agent of the Fund.

(xxii)     Distribution of Offering Materials . The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any document prepared in accordance with the provisions of Rule 482 of the 1933 Act Regulations, a copy of which shall be attached as Schedule C hereto (the “ Rule 482 Statement ”).

(xxiii)     Accounting Controls . The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, with the investment objective, policies and restrictions of the Fund and with the applicable requirements of the 1940 Act, the 1940 Act Regulations and the Code; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, to calculate net asset value and to maintain accountability for assets and to maintain compliance with the books and records requirements under the 1940 Act and the 1940 Act Regulations; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xxiv)     Controls and Procedures . The Fund maintains and will maintain “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in Rule 30a-3 of the 1940 Act Regulations), and such disclosure controls and procedures are and have been effective as required by the 1940 Act Regulations. Since the end of the Fund’s most recent fiscal year, there has been (A) no material weakness in the Fund’s internal control over financial reporting (whether or not remediated) and (B) no change in the Fund’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

(xxv)     No Manipulation. Except as stated in this Agreement and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Fund has not taken, directly or indirectly, any action designed to, or that would constitute or that might

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reasonably be expected to, cause or result in any violation of federal securities laws or any stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities, and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund.

(xxvi)     Anti-Corruption Laws and Sanctions . The Advisers have implemented and maintain in effect policies and procedures designed to ensure compliance by the Advisers, the Fund and their respective directors or trustees, officers and employees with all laws, rules and regulations of any jurisdiction applicable to the Advisers or the Fund from time to time concerning or relating to money laundering, bribery or corruption (“ Anti-Corruption Laws ”), and applicable sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (“ Sanctions ”), and the Advisers and the Fund and, to the knowledge of the Advisers or the Fund, their respective directors or trustees, officers and employees, are in compliance with Anti-Corruption Laws in all material respects. None of the Advisers or the Fund or, to the knowledge of the Advisers or the Fund, any of their respective directors or trustees, officers or employees is currently the subject of any Sanctions. No proceeds from the issuance of the Securities shall be used in violation of any Anti-Corruption Laws or any Sanctions.

(xxvii)     Absence of Undisclosed Payments . Neither the Fund nor any employee or agent of the Fund has made any payment of funds of the Fund or received or retained any funds, which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

(xxviii)     Authorization of Agreements . This Agreement and the Fund Agreements have each been duly authorized by all requisite action on the part of the Fund. This Agreement and the Fund Agreements have been, or will have been as of the Closing Time, executed and delivered by the Fund, as of the dates noted therein, and each complies with all applicable provisions of the 1940 Act, the 1940 Act Regulations, the Advisers Act and the Advisers Act Regulations, and the Investment Management Agreement has been approved in accordance with Section 15 of the 1940 Act. Assuming due authorization, execution and delivery by the other parties thereto, each such agreement constitutes a valid and binding agreement of the Fund, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state securities laws or principles of public policy. The Investment Management Agreement and Custodian Agreement are in full force and effect.

(xxix)     Registration Rights . Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no persons with registration rights or other similar rights to have any securities of the Fund registered pursuant to the Registration Statement or otherwise registered by the Fund under the 1933 Act.

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(xxx)     NYSE Listing . The Fund’s common shares have been duly authorized for listing on the New York Stock Exchange, Inc. (the “ NYSE ”) and the Fund’s registration statement on Form 8-A with respect to the common shares under the 1934 Act is effective.

(xxxi)     Ratings . The Securities have been, or prior to the Closing Time will be, assigned the rating by Moody’s Investors Service, Inc. (“ Moody’s ”) and Fitch Ratings, Inc. (“ Fitch ,” and together with Moody’s, the “ Rating Agencies ”) as advised by the Fund to the Underwriter prior to the execution of this Agreement.

(xxxii)     Leverage . Except as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Fund has no liability for borrowed money or under any reverse repurchase agreement.

(xxxiii)     Regulation T, Regulation U or Regulation X . Neither the Fund nor any agent thereof acting on its behalf has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(xxxiv)     Tax Treatment of the Securities .    For federal income tax purposes, the Securities will constitute equity of the Fund and distributions made with respect to the Securities will qualify as exempt-interest dividends to the extent reported by the Fund and permitted by Section 852(b)(5)(A) of the Code.

(xxxv)     Portfolio Securities . The Fund has good and marketable title to all portfolio securities owned by it which are material to the business of the Fund, free and clear of all liens, encumbrances and defects, except such as are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such as do not materially affect the value of such portfolio securities.

(xxxvi)     Asset Coverage and Leverage Ratio Requirements . As of the date hereof the Fund complies, and as of the Closing Time, assuming the receipt of the net proceeds from the sale of the Securities and the application of such net proceeds as set forth in the Time of Sale Prospectus under “Use of Proceeds,” the Fund will comply, with the asset coverage requirements of the 1940 Act and the asset coverage and effective leverage ratio requirements of the Securities (as calculated in accordance with the Statement and as described in the Time of Sale Prospectus).

(b)     Representations and Warranties by the Investment Adviser . The Investment Adviser represents and warrants to the Underwriter, and in the case of paragraph (iii) also represents to the Fund, as of the date hereof, as of the Time of Sale and as of the Closing Time referred to in Section 2(b) hereof, and agrees with the Underwriter, as follows:

(i)     Good Standing of the Investment Adviser . The Investment Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to so qualify would not reasonably be expected to result in any material adverse change in the condition, financial or

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otherwise, or earnings, business affairs or business prospects of the Investment Adviser, to materially and adversely affect the properties or assets of the Investment Adviser or to materially impair or adversely affect the ability of the Investment Adviser to function as an investment adviser or perform its obligations under the Investment Management Agreement or this Agreement.

(ii)     Investment Adviser Status . The Investment Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act, the Advisers Act Regulations, the 1940 Act or the 1940 Act Regulations from acting under the Investment Management Agreement as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(iii)     Description of the Investment Adviser . The description of the Investment Adviser and the statements attributable to the Investment Adviser in the Registration Statement, the Time of Sale Prospectus and the Prospectus complied and comply with the provisions of the 1933 Act, the1940 Act and the Advisers Act, and are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(iv)     Capitalization . The Investment Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus and this Agreement and under the Investment Management Agreement.

(v)     Authorization of Agreements; Absence of Defaults and Conflicts . The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Sub-Advisory Agreement dated as of April 11, 2016 between the Investment Adviser and the Sub-Adviser, as amended (the “ Sub-Advisory Agreement ”). This Agreement, the Investment Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange

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or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws.

(vi)     No Material Adverse Change . Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as otherwise stated therein, (A) there has not occurred any event which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Investment Adviser, to materially and adversely affect the properties or assets of the Investment Adviser or to materially impair or adversely affect the ability of the Investment Adviser to function as an investment adviser or perform its obligations under the Investment Management Agreement, the Sub-Advisory Agreement or this Agreement and (B) there have been no transactions entered into by the Investment Adviser which are material to the Investment Adviser other than those in the ordinary course of its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(vii)     Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or threatened against or affecting the Investment Adviser or any parent or subsidiary of the Investment Adviser or any partners, directors, officers or employees of the foregoing, whether or not arising in the ordinary course of business, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Investment Adviser, to materially and adversely affect the properties or assets of the Investment Adviser or to materially impair or adversely affect the ability of the Investment Adviser to function as an investment adviser or perform its obligations under the Investment Management Agreement, the Sub-Advisory Agreement or this Agreement, or which is required to be disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as so disclosed. There are no agreements, contracts, indentures, leases, permits or other instruments relating to the Investment Adviser that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the 1933 Act, the 1933 Act Regulations, the 1940 Act or the 1940 Act Regulations.

(viii)     Possession of Licenses and Permits . The Investment Adviser possesses all Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct its business as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus; the Investment Adviser is in compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect; and the Investment Adviser has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, might reasonably be

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expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Investment Adviser, to materially and adversely affect the properties or assets of the Investment Adviser or to materially impair or adversely affect the ability of the Investment Adviser to function as an investment adviser or perform its obligations under the Investment Management Agreement, the Sub-Advisory Agreement or this Agreement.

(ix)     Absence of Violation or Default . The Investment Adviser is not (A) in violation of its organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to (B) only, where such default would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investment Adviser to perform its obligations under the Investment Management Agreement or the Sub-Advisory Agreement.

(x)     No Manipulation. Except as stated in this Agreement and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Investment Adviser has not taken, directly or indirectly, any action designed to, or that would constitute or that might reasonably be expected to, cause or result in any violation of federal securities laws or any stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities, and the Investment Adviser is not aware of any such action taken or to be taken by any affiliates of the Investment Adviser.

(xi)     Promotional Material . In the event that the Fund or the Investment Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an internet web site or similar electronic means, the Investment Adviser will install and maintain or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

(xii)     Internal Controls . The Investment Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (A) transactions effectuated by it under the Investment Management Agreement and the Sub-Advisory Agreement are executed in accordance with its management’s general or specific authorization; and (B) access to the Fund’s assets is permitted only in accordance with its management’s general or specific authorization.

(c)     Representations and Warranties by the Sub-Adviser . The Sub-Adviser represents and warrants to the Underwriter, and in the case of paragraph (iii) also represents to the Fund, as of the date hereof, as of the Time of Sale, as of the Closing Time referred to in Section 2(b) hereof, and agrees with the Underwriter as follows:

(i)     Good Standing of the Sub-Adviser . The Sub-Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which

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such qualification is required, except where the failure to so qualify would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Sub-Adviser, to materially and adversely affect the properties or assets of the Sub-Adviser or to materially impair or adversely affect the ability of the Sub-Adviser to function as an investment adviser or perform its obligations under the Sub-Advisory Agreement or this Agreement.

(ii)     Investment Adviser Status . The Sub-Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act, the Advisers Act Regulations, the 1940 Act or the 1940 Act Regulations from acting under the Sub-Advisory Agreement as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(iii)     Description of the Sub-Adviser . The description of the Sub-Adviser and the statements attributable to the Sub-Adviser in the Registration Statement, the Time of Sale Prospectus and the Prospectus complied and comply with the provisions of the 1933 Act, the 1940 Act, the Advisers Act and the Advisers Act are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(iv)     Capitalization . The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Time of Sale Prospectus, the Prospectus and this Agreement and under the Sub-Advisory Agreement.

(v)     Authorization of Agreements; Absence of Defaults and Conflicts . The Sub-Adviser has full power and authority to enter into and perform its obligations under this Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the Sub-Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Sub-Advisory Agreement is in full force and effect; and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the Sub-Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Sub-Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Sub-Adviser of the transactions

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contemplated by this Agreement or the Sub-Advisory Agreement except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations, the 1940 Act, the 1940 Act Regulations, the Advisers Act, the Advisers Act Regulations or state securities laws.

(vi)     No Material Adverse Change . Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as otherwise stated therein, (A) there has not occurred any event which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Sub-Adviser, to materially and adversely affect the properties or assets of the Sub-Adviser or to materially impair or adversely affect the ability of the Sub-Adviser to function as an investment adviser or perform its obligations under the Sub-Advisory Agreement or this Agreement and (B) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(vii)     Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body or arbitrator, domestic or foreign, now pending, or threatened against or affecting the Sub-Adviser or any parent or subsidiary of the Sub-Adviser or any partners, directors, officers or employees of the foregoing, whether or not arising in the ordinary course of business, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Sub-Adviser, to materially and adversely affect the properties or assets of the Sub-Adviser or to materially impair or adversely affect the ability of the Sub-Adviser to function as an investment adviser or perform its obligations under the Sub-Advisory Agreement or this Agreement, or which is required to be disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as so disclosed. There are no agreements, contracts, indentures, leases, permits or other instruments relating to the Sub-Adviser that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the 1933 Act or the 1940 Act.

(viii)     Possession of Licenses and Permits . The Sub-Adviser possesses all Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct its business as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus; the Sub-Adviser is in compliance with the terms and conditions of all such Governmental Licenses; all of the Governmental Licenses are valid and in full force and effect; and the Sub-Adviser has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or earnings, business affairs or business prospects of the Sub-Adviser, to materially and adversely affect the properties or assets of the Sub-Adviser or to materially impair or adversely affect the ability of the Sub-Adviser to function as an investment adviser or perform its obligations under the Sub-Advisory Agreement or this Agreement.

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(ix)     Absence of Violation or Default . The Sub-Adviser is not (A) in violation of its organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to (B) only, where such violation or default would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement.

(x)     No Manipulation . Except as stated in this Agreement and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Sub-Adviser has not taken, directly or indirectly, any action designed to, or that would constitute or that might reasonably be expected to, cause or result in any violation of federal securities laws or any stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities, and the Sub-Adviser is not aware of any such action taken or to be taken by any affiliates of the Sub-Adviser.

(xi)     Promotional Material . In the event that the Fund or the Sub-Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an internet web site or similar electronic means, the Sub-Adviser will install and maintain or will cause to be installed and maintained, pre-qualification and password protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

(xii)     Internal Controls . The Sub-Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (A) transactions effectuated by it under the Sub-Advisory Agreement are executed in accordance with its management’s general or specific authorization; and (B) access to the Fund’s assets is permitted only in accordance with its management’s general or specific authorization.

(d)     Officer’s Certificates . Any certificate signed by any officer of the Fund or the Advisers delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Fund or the Advisers, as the case may be, to the Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to the Underwriter; Closing.

(a)     Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Fund, 200,000 Securities, at the price per share set forth in Schedule A, and the Underwriter agrees to sell the Securities to the public in the minimum amounts set forth in Schedule A.

(b)     Payment and Delivery. Payment of the purchase price for, and delivery of certificates, if any, for, the Securities shall be made at the offices of Sidley Austin LLP, special counsel for the Fund, at 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriter and the Fund, at 10:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such time and date of payment and delivery being herein called “ Closing Time ”).

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Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Underwriter for its account of certificates, if any, for the Securities to be purchased by the Underwriter.

(c)     Delivery; Global Certificate . Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. The Securities will be represented by a global certificate to be held by The Depository Trust Company.

SECTION 3. Covenants.

The Fund and the Advisers, jointly and severally, covenant with the Underwriter as follows:

(a)     Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(d), will comply with the requirements of Rule 430B and will notify the Underwriter immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Fund becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Fund will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Fund will make every reasonable effort to prevent the issuance of any stop order, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

(b)     Filing of Amendments. The Fund will give the Underwriter notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, and will furnish the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriter or counsel for the Underwriter shall object.

(c)     Delivery of Prospectuses. The Fund has delivered to the Underwriter, without charge, as many copies of the Preliminary Prospectus as the Underwriter reasonably requested, and the

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Fund hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Fund will furnish to the Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request. The Preliminary Prospectus, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)     Continued Compliance with Securities Laws . If at any time when the Prospectus (as amended or supplemented) is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriter or for the Fund, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Fund will promptly notify the Underwriter of such event and prepare and file with the Commission, subject to Section 3(b) of this Agreement, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Fund will furnish to the Underwriter such number of copies of such amendment or supplement as the Underwriter may reasonably request. If at any time following issuance of a Rule 482 Statement, there occurred or occurs an event or development as a result of which such Rule 482 Statement included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading, or would conflict with the information otherwise contained in the Time of Sale Prospectus, the Fund will promptly notify the Underwriter and will promptly amend or supplement, at its own expense, such Rule 482 Statement to eliminate or correct such statement, omission or conflict.

(e)     Blue Sky Qualifications. The Fund will, if necessary, in cooperation with the Underwriter, qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriter may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Fund shall not be obligated to file any general consent to service of process or to qualify as a foreign entity or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Fund will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement.

(f)     Rule 158. The Fund will make generally available to its securityholders as soon as practicable an earnings statement, if applicable, for the purposes of, and to provide to the Underwriter the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

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(g)     Use of Proceeds. The Fund will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.”

(h)     Ratings . The Fund will use its reasonable best efforts to cause the Securities, prior to the Closing Time to be assigned the ratings by the Rating Agencies advised by the Fund to the Underwriter in accordance with Section 1(a)(xxxi) of this Agreement.

(i)     Reporting Requirements. The Fund, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1940 Act and the 1934 Act within the time periods required by the 1940 Act, the 1940 Act Regulations, the 1934 Act and the 1934 Act Regulations.

(j)     Subchapter M . The Fund will comply with the requirements of Subchapter M of the Code to qualify as a regulated investment company under the Code.

(k)     Sarbanes-Oxley Act. The Fund will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and will use its reasonable best efforts to cause the Fund’s trustees and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(l)     No Manipulation of Market for Securities. The Fund will not (i) take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities in violation of federal or state securities laws, and (ii) except for share repurchases permitted in accordance with applicable laws and purchases of common shares in the open market pursuant to the Fund’s dividend reinvestment plan, until the Closing Time (A) sell, bid for or purchase the Securities or pay any person any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund.

(m)     Rule 462(b) Registration Statement. If the Fund elects to rely upon Rule 462(b), the Fund shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Fund shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a.

(n)     Asset Coverage and Effective Leverage Ratio Reporting . For so long as any of the Securities remain outstanding in the Variable Rate Remarketed Mode (as defined in the Statement), the Fund will disseminate its asset coverage and effective leverage ratios (as calculated in accordance with the Statement and as described in the Registration Statement) monthly, through its publicly available website at www.nuveen.com, or through such other publicly available website as may be agreed to from time to time between the Fund and the Remarketing Agent (the “ Website ”). The asset coverage and effective leverage ratios shall be reported as calculated as of the close of business on the last business day of the preceding month and posted to the Website within ten business days from the first business day of each subsequent month.

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(o)     Best Efforts . The Fund and the Advisers will use their reasonable best efforts to perform all of the agreements required of them by this Agreement and discharge all conditions of theirs to closing as set forth in this Agreement.

SECTION 4. Payment of Expenses.

(a)     Expenses. The Fund will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the registration of the Securities under the 1933 Act (iii) the preparation, printing and delivery to the Underwriter of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iv) the preparation, issuance and delivery of the certificates, if any, for the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriter, (v) the fees and disbursements of the Fund’s counsel and the independent registered public accounting firm, (vi) the qualification of the Securities, if required, under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey, if any, and any supplement thereto, (vii) if applicable, the printing and delivery to the Underwriter of copies of the Preliminary Prospectus, the Rule 482 Statement, if any, the Prospectus and any amendments or supplements thereto, and any costs associated with electronic delivery of any of the Registration Statement, the Time of Sale Prospectus or the Prospectus by the Underwriter to investors, (viii) the preparation, printing and delivery to the Underwriter of copies of the Blue Sky Survey, if any, and any supplement thereto, (ix) the fees and expenses of any transfer agent or registrar for the Securities, (x) the filing fees, if any, incident to, and the reasonable fees and disbursements of counsel to the Underwriter, if any, in connection with, the review by the FINRA of the terms of the sale of the Securities and (xi) the fees and expenses incurred in connection with the rating of the Securities with Moody’s and Fitch.

(b)     Termination of Agreement . If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5 or Section 10 hereof, the Fund and the Advisers, jointly and severally, agree that they shall reimburse the Underwriter for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriter.

SECTION 5. Conditions of Underwriter’s Obligations.

The obligations of the Underwriter hereunder are subject to the accuracy of the representations and warranties of the Fund and the Advisers contained in Section 1 hereof and in certificates of any officer of the Fund or the Advisers delivered pursuant to the provisions hereof, to the performance by the Fund and the Advisers of their respective covenants and other obligations hereunder, and to the following further conditions:

(a)     Effectiveness of Registration Statement . The Registration Statement, including any Rule 462(b) Registration Statement, has become effective prior to the date hereof and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act, no notice or order pursuant to Section 8(e) of the 1940 Act shall have been issued, and no proceedings with respect to either shall have been initiated or, to the

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knowledge of counsel to the Underwriter and counsel to the Fund, threatened by the Commission and any request on the part of the Commission for additional information shall have been complied with or waived to the reasonable satisfaction of counsel to the Underwriter. A prospectus containing the Rule 430B Information shall have been filed with the Commission in accordance with Rule 497 (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430B or a certificate must have been filed in accordance with Rule 497(j)).

(b)     Opinions of Counsel for Fund and the Advisers . At Closing Time, the Underwriter shall have received the favorable opinions, dated as of Closing Time, of (i) Sidley Austin LLP, special counsel for the Fund and the Advisers, substantially in the form set forth in Exhibit A , (ii) Sidley Austin LLP, special tax counsel to the Fund, substantially in the form set forth in Exhibit B , (iii) Gifford R. Zimmerman, Managing Director, Co-General Counsel and Assistant Secretary of the Investment Adviser and Managing Director, Associate General Counsel and Assistant Secretary of the Sub-Adviser, or Kevin J. McCarthy, Senior Managing Director and Secretary of the Investment Adviser and Senior Managing Director, Secretary and Associate General Counsel of the Sub-Adviser, counsel for the Advisers, substantially in the form set forth in Exhibit C , and (iv) Morgan Lewis & Bockius LLP, Massachusetts counsel for the Fund, substantially in the form set forth in Exhibit D , or in such other forms and substance reasonably satisfactory to counsel to the Underwriter. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund or the Advisers, as applicable, and certificates of public officials.

(c)     Opinion of Counsel for Underwriter . The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Time and addressed to the Underwriter, with respect to such matters as the Underwriter may reasonably require, and the Fund and the Advisers shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Fund and certificates of public officials.

(d)     Officers’ Certificates . At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Underwriter shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, assistant treasurer, chief financial or chief accounting officer of the Fund, of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, assistant treasurer, controller, assistant controller, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, assistant treasurer, controller, assistant controller, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (c) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund, the Investment Adviser and the Sub-Adviser, respectively, has complied with all agreements and satisfied all

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conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser and the Sub-Adviser, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

(e)     Independent Registered Public Accounting Firm’s Comfort Letter . At the time of the execution of this Agreement, the Underwriter shall have received from KPMG LLP a letter dated the date of this Agreement, in form and substance satisfactory to the Underwriter, containing statements and information of the type customarily included in independent registered public accounting firm’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Time of Sale Prospectus.

(f)     Bring-down Comfort Letter . At Closing Time, the Underwriter shall have received from KPMG LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that the statements shall be made with respect to the Registration Statement and the Prospectus and except that the specified date referred to shall be a date not more than three business days prior to Closing Time.

(g)     Maintenance of Ratings . Subsequent to the execution and delivery of this Agreement, there shall not have been received by the Fund or the Advisers any notice of any intended or potential downgrading, or of any review for a potential downgrading, in the rating accorded to the Securities by any of the Rating Agencies.

(h)     Asset Coverage and Leverage Ratio Requirements . At the Closing Time, the Fund will furnish to the Underwriter a report showing compliance with the asset coverage requirements of the 1940 Act and the asset coverage and effective leverage ratio requirements of the Securities (as calculated in accordance with the Statement and as described in the Registration Statement) as of the Closing Time in form and substance satisfactory to the Underwriter. Such report shall be prepared on a pro forma basis assuming the receipt of the net proceeds from the sale of the Securities and the application of such net proceeds as set forth in the Time of Sale Prospectus under “Use of Proceeds.”

(i)     Tender and Paying Agent Agreement . At or prior to the Closing Time, the Fund will execute and deliver the Tender and Paying Agent Agreement, and the Tender and Paying Agent Agreement will comply with all applicable provisions of the 1940 Act, the 1940 Act Regulations, the Advisers Act and the Advisers Act Regulations. Assuming due authorization, execution and delivery by the other party thereto, the Tender and Paying Agent Agreement will constitute a valid and binding agreement of the Fund, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state securities laws or principles of public policy.

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(j)     Remarketing Agreement . At or prior to the Closing Time, the Fund and the Investment Adviser will execute and deliver the Remarketing Agreement, and the Remarketing Agreement will comply with all applicable provisions of the 1940 Act, the 1940 Act Regulations, the Advisers Act and the Advisers Act Regulations. Assuming due authorization, execution and delivery by the other parties thereto, the Remarketing Agreement will constitute a valid and binding agreement of the Fund and the Investment Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state securities laws or principles of public policy.

(k)     Additional Documents . At Closing Time, counsel for the Underwriter shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Fund and the Advisers in connection with the organization and registration of the Fund under the 1940 Act and the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Underwriter and counsel for the Underwriter.

(l)     Termination of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, may be terminated by the Underwriter by notice to the Fund at any time at or prior to Closing Time and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8, 10, 12 and 13 shall survive any such termination and remain in full force and effect.

SECTION 6. Additional Opinions.

(a)     Opinion of Counsel for Remarketing Agent . The Fund and the Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, counsel for the Remarketing Agent, such opinions, dated the Closing Time and addressed to the Fund and the Underwriter, with respect to such matters as the Fund may reasonably require, and the Remarketing Agent shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Remarketing Agent and certificates of public officials.

(b)     Opinion of Counsel for Calculation and Paying Agent . The Fund and the Underwriter shall have received from Bryan Cave LLP, counsel for the Calculation and Paying Agent, such opinion or opinions, dated the Closing Time and addressed to the Fund and the Underwriter, with respect to such matters as the Fund or the Underwriter may reasonably require, and the Calculation and Paying Agent shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. Such counsel may also state

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that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Calculation and Paying Agent and certificates of public officials.

SECTION 7. Indemnification.

(a)     Indemnification of the Underwriter . The Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless the Underwriter, the affiliates, directors, officers, employees and agents of the Underwriter, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as follows:

(i)    against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or any Rule 462(b) Registration Statement, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Time of Sale Prospectus, any Rule 482 Statement prepared by or on behalf of, used by, or referred to by the Fund, any road show as defined in Rule 433(h) of the 1933 Act Regulations (a “ road show ”) or the Prospectus (or any amendment or supplement to any of the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)    against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any (x) litigation, (y) investigation or proceeding by any governmental agency or body, commenced or threatened, or (z) claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Fund; and

(iii)    against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information.

(b)     Indemnification of the Fund, the Advisers, Directors and Officers . The Underwriter agrees to indemnify and hold harmless the Fund and the Advisers, their respective directors, trustees and shareholders, each of the Fund’s officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and

25

expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only to the extent arising out of any untrue statement or omission, or alleged untrue statements or omissions, made in the Registration Statement, the Time of Sale Prospectus, any Rule 482 Statement or the Prospectus (or any amendment or supplement to any of the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, made in reliance upon and in conformity with the Underwriter Information.

(c)     Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Underwriter, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Fund and the Advisers. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)     Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by this Section 7 effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 8. Contribution.

If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then, in lieu of indemnifying such indemnified party,

26

each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Advisers on the one hand and the Underwriter on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Advisers on the one hand and of the Underwriter on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Fund and the Advisers on the one hand and the Underwriter on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Fund and the total discount received by the Underwriter (whether from the Fund or otherwise), in each case as set forth on the cover of the Prospectus.

The relative fault of the Fund and the Advisers on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Fund or the Advisers or by the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Fund, the Advisers and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 8, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8, affiliates, directors, officers, employees and agents of the Underwriter, and each person, if any, who controls the Underwriter within the meaning of

27

Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Underwriter, and each trustee and shareholder of the Fund, each director of the Investment Adviser and each member of the Sub-Adviser respectively, each officer of the Fund who signed the Registration Statement and each person, if any, who controls the Fund or the Advisers, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Fund and the Advisers, respectively.

SECTION 9. Representations, Warranties and Agreements to Survive Delivery.

All representations, warranties and covenants contained in this Agreement or in certificates of officers of the Fund, the Investment Adviser or the Sub-Adviser submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or controlling person, or by or on behalf of the Fund or the Advisers, and shall survive delivery of the Securities to the Underwriter.

SECTION 10. Termination of Agreement.

(a)     Termination; General . The Underwriter may terminate this Agreement, by notice to the Fund, at any time at or prior to the Closing Time, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus or Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak or escalation of hostilities or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading of any securities of the Fund has been suspended or materially limited by the Commission or any exchange or in any over-the-counter market, or if trading generally on the NYSE, the NYSE MKT or on the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, payment or clearance services in the United States, or (iv) any moratorium on commercial banking activities shall have been declared by United States federal or New York State authorities.

(b)     Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8, 10, 12 and 13 shall survive such termination and remain in full force and effect.

SECTION 11. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.

28

Notices to the Initial Purchaser shall be directed to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Municipal Short Term Desk, Telephone: (212) 528-1011, Fax: (646) 758-1962, Email: munishortterm@barclays.com; and notices to the Fund or the Advisers shall be directed to 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Cedric H. Antosiewicz, Chief Administrative Officer.

SECTION 12. Parties.

This Agreement shall inure to the benefit of and be binding upon each of the Underwriter, the Fund, the Investment Adviser, the Sub-Adviser and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the Underwriter, the Fund, the Investment Adviser, the Sub-Adviser and their respective successors and the controlling persons and officers, shareholders and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriter, the Fund, the Investment Adviser, the Sub-Adviser and their respective successors, and said controlling persons and officers, shareholders and directors and their heirs and legal representatives, and for the benefit of no other person. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. No Advisory or Fiduciary Relationship.

The Fund, the Investment Adviser and the Sub-Adviser each acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price and dividend rate of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Fund, on the one hand, and the Underwriter, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Fund or the Advisers or their shareholders, creditors, employees or any other party, (iii) the Underwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Fund or the Advisers with respect to the offering contemplated hereby or the process leading thereto, (irrespective of whether the Underwriter has advised or is currently advising the Fund or the Advisers on other matters) and the Underwriter has no obligation to the Fund or the Advisers with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and the Advisers, and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund and the Advisers have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

SECTION 14. GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

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SECTION 15. Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 16. Disclaimer of Liability of Trustees and Beneficiaries.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations of the Fund under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.

SECTION 17. Partial Unenforceability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

SECTION 18. Counterparts.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

SECTION 19. Entire Agreement.

This Agreement, together with any contemporaneous written agreements that relate to the offering of the Securities, represents the entire agreement between the Fund, the Investment Adviser, the Sub-Adviser and the Underwriter with respect to the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the conduct of the offering, and the purchase and sale of the Securities. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Fund, the Investment Adviser, the Sub-Adviser and the Underwriter, or any of them, with respect to the subject matter hereof.

SECTION 20. Waiver of Jury Trial.

Each of the parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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SECTION 21. Recognition of the U.S. Special Resolution Regimes.

(i)    In the event that the Underwriter is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii)    In the event that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 21:

“ BHC Act Affiliate ” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“ Covered Entity ” means any of the following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“ U.S. Special Resolution Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[ Signatures on Following Pages ]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Fund, the Investment Adviser and the Sub-Adviser in accordance with its terms.

THE FOREGOING AGREEMENT IS HEREBY

CONFIRMED AND ACCEPTED,

as of the date first above written:

(Signature Page to Underwriting Agreement – NVG Series B)

SCHEDULE A

1. The initial public offering price per share for the Securities, determined as provided in Section 2 of the Agreement shall be $1,000.

2. Sales of the Securities shall be made in minimum amounts of twenty-five (25) shares. Sales of the Securities in excess of the minimum amount shall be made only in multiples of five (5) shares.

3. The purchase price per share for the Securities to be paid by the Underwriter shall be $998, being an amount equal to the initial public offering price set forth above less $2 per share.

Sch A-1

SCHEDULE B

Permitted Communications

Time of Sale Prospectus

Sch B-1

SCHEDULE C

Rule 482 Statement

NONE

Sch C-1

Exhibit A

FORM OF OPINION OF SPECIAL COUNSEL TO THE FUND AND THE ADVISERS

TO BE DELIVERED PURSUANT TO

SECTION 5(b)

With respect to the Fund and the Advisers:

(i)    Each of the Underwriting Agreement, the Tender and Paying Agent Agreement and the Remarketing Agreement (together the “ Transaction Agreements ”) constitutes a valid and binding agreement of the Fund under the laws of the State of New York, enforceable against the Fund in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy and insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as the enforcement thereof may be subject to limitations on rights to indemnity or contribution or both by federal or state securities laws or the public policies underlying such laws; each of the Transaction Agreements complies with all applicable provisions of the 1940 Act;

(ii)    The Underwriting Agreement constitutes a valid and binding agreement of the Advisers under the laws of the State of New York, enforceable against the Advisers in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy and insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as the enforcement thereof may be subject to limitations on rights to indemnity or contribution or both by federal or state securities laws or the public policies underlying such laws;

(iii)    The Remarketing Agreement constitutes a valid and binding agreement of the Investment Adviser under the laws of the State of New York, enforceable against the Investment Adviser in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy and insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally) and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as the enforcement thereof may be subject to limitations on rights to indemnity or contribution or both by federal or state securities laws or the public policies underlying such laws;

(iv)    None of the issuance and sale of the Securities by the Fund pursuant to the Underwriting Agreement, the execution and delivery of any of the Transaction Agreements by the Fund, or the performance by the Fund of its agreements under any of the Transaction Agreements (A) requires any consent, approval, authorization or other order of, or registration or filing with any governmental body or agency or arbitrator or court of the United States of America or the State of New York (except (1) such as may be required

A-1

under the 1933 Act and the 1940 Act, (2) such as may have been obtained prior to the date hereof or, with respect to performance, as specified to be obtained, maintained or made in the applicable Transaction Agreement and (3) that no opinion is given in this paragraph with respect to the federal securities laws or the state securities or Blue Sky laws of various jurisdictions) or violates or will violate or constitutes or will constitute a breach of any of the provisions of the Statement of the Fund, (B) violates or will violate or constitutes or will constitute a breach of, or a default under, any material agreement, indenture, lease or other instrument known to us to which the Fund is party or by which it or any of its properties may be bound, except to the extent that any such violation, breach or default would not, in the aggregate, result in a material adverse effect on the Fund or violate any existing United States of America or the State of New York statute, law, regulation (assuming compliance with all applicable federal and state securities and Blue Sky laws, but without limiting the opinion in paragraph (v) below), or judgment, injunction, order or decree known to us and applicable to the Fund or any of its properties, or (C) will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument known to us to which the Fund is a party or by which any of its property or assets is bound;

(v)    The Fund is registered under the 1940 Act as a closed-end management investment company;

(vi)    The statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Summary — Federal Income Tax”, “Tax Matters” and “Prospectus Supplement Summary — Tax Exemption,” insofar as they constitute matters of U.S. Federal tax law or legal conclusions with respect thereto, have been reviewed by us and constitute accurate statements of any such matters of law or legal conclusions, and fairly present the information set forth therein, in all material respects;

(vii)    The description of the Securities contained under the captions “Description of VRRM-MFP Shares” and “Description of Securities,” in the Time of Sale Prospectus at the Time of Sale and in the Prospectus conforms in all material respects as to legal matters to the terms thereof contained in the Statement; and

(viii)    The Registration Statement has been declared effective under the 1933 Act; any required filing of the Preliminary Prospectus or the Prospectus pursuant to Rule 497 of the 1933 Act Regulations has been made in the manner and within the time period required by Rule 497.

(ix)    To the best of our knowledge, based solely on a review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued under the 1933 Act, no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued with respect to the Fund, and no proceedings for any such purpose have been instituted or are pending by the Commission.

(x)    The Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first was declared effective but that is deemed, pursuant to Rule 430B(f) of the 1933 Act Regulations, to be part of and

A-2

included in the Registration Statement), at March 5, 2019, and the Prospectus, as of the date of the Prospectus Supplement, each appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, except in each case that we express no opinion with respect to (A) financial statements and schedules and other financial or statistical data included or incorporated by reference therein or omitted therefrom or (B) any information or documents incorporated by reference therein.

In acting as special counsel to the Fund and the Advisers in connection with the transactions described in the first paragraph above, we have participated in conferences with officers and other representatives of the Fund and the Advisers, representatives of the Fund’s independent public accountants, the Fund’s Massachusetts counsel and your representatives and counsel, at which conferences certain contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed. Although we are not passing upon or assuming responsibility for the accuracy, completeness or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus (except as provided in paragraphs (vi) and (vii) above) and have made no independent check or verification thereof, based upon our participation in such conferences, no facts have come to our attention that have caused us to believe that, insofar as is relevant to the offering of the Securities:

except that, in each case, we express no belief, and make no statement, with respect to the financial statements (including notes) or supporting schedules, if any, thereto, or other financial data and statistical data derived therefrom, contained or incorporated or deemed to be incorporated by reference therein or omitted therefrom.

In rendering the opinions set forth herein and in making the statement set forth in item 1. in the immediately preceding paragraph we have assumed that 2:30 p.m. (Eastern Time) on March 5, 2019 is the “the earlier of the date such subsequent form of prospectus is first used or the date and time of the first contract of sale of securities in the offering to which such subsequent form of prospectus relates” within the meaning of Rule 430B(f)(1) under the 1933 Act Regulations, insofar as it relates to the Prospectus and the Securities.

A-3

Exhibit B

FORM OF OPINION OF SPECIAL TAX COUNSEL TO THE FUND

TO BE DELIVERED PURSUANT TO

SECTION 5(b)

With respect to the Fund:

(i)    For U.S. federal income tax purposes, (i) the Fund will qualify as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986 (the “Code”), (ii) the Securities will qualify as stock in the Fund, and (iii) distributions made with respect to the Securities will qualify as exempt-interest dividends to the extent properly reported by the Fund and not otherwise limited under Section 852(b)(5)(A) of the Code; and

(ii)    The statements set forth under the caption “Tax Matters” in the Prospectus Supplement included in the Time of Sale Prospectus and the Prospectus insofar as they purport to constitute matters of United States federal tax law or legal conclusions with respect thereto, are a fair and accurate summary of the matters addressed therein in all material respects, subject to the assumptions and limitations stated therein.

These opinions are furnished to the Fund and the Underwriter solely for their benefit in connection with the Underwriting Agreement and except as follows are not to be relied upon, quoted, circulated, published or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This letter may be disclosed to the holders and beneficial owners of the Securities and they may rely on it as if they were addressees of this letter, it being understood that we are not establishing any lawyer-client relationship with the holders or beneficial owners of the Securities. This letter is not to be relied upon for the benefit of any other person.

In addition to the assumptions set forth in the opinion, these opinions are subject to the following exceptions, limitations and qualifications:

(i)    Our opinions are based upon our interpretation of the current provisions of the Code and current judicial decisions, administrative regulations and published notices, rulings and procedures. Our opinions only represent our best judgment and are not binding on the Internal Revenue Service (the “IRS”), or the courts and there is no assurance that the IRS will not successfully challenge the conclusions set forth herein. The IRS has not yet issued regulations or administrative interpretations with respect to various provisions of the Code relating to RIC qualification. Consequently, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. We undertake no obligation to advise you of changes in law which may occur after the date hereof.

(ii)    Our opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to any other matter not specifically set forth in the foregoing opinions, including without limitation with respect to any other U.S. federal, state or local tax consequences or foreign tax consequences.

B-1

(iii)    The Fund’s qualification and taxation as a RIC depend upon the Fund’s ability to satisfy through actual operations the applicable asset composition, source of income, distribution and other requirements of the Code necessary to qualify and be taxed as a RIC, which operations will not be reviewed by special counsel.

(iv)    Our opinions are based upon the proposed method of operation of the Fund as described in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus and the representations and covenants set forth in the documents described herein. We undertake no obligation to review at any time in the future either the Fund’s operations or its compliance with such representations and covenants and, consequently, no assurance can be given that the Fund will satisfy the requirements of the Code necessary to qualify or be taxed as a RIC for any particular taxable year. Further, we assume no obligation to advise you of any changes in our opinions subsequent to the delivery of this letter.

(v)    In the event any one of the statements, representations, warranties, covenants or assumptions we have relied upon to issue these opinions is incorrect in a material respect, our opinions might be adversely affected and if so may not be relied on.

B-2

Exhibit C

FORM OF OPINION OF INVESTMENT ADVISER’S COUNSEL

TO BE DELIVERED PURSUANT TO

SECTION 5(b)

With respect to the Investment Adviser and the Sub-Adviser:

(i)    Each of the Investment Adviser and Sub-Adviser has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, with full limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and each is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so qualify does not have a material adverse effect on the condition (financial or other), business, properties or results of operations of either the Investment Adviser or the Sub-Adviser;

(ii)    Each of the Investment Adviser and Sub-Adviser is duly registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act from acting under, as applicable, the Investment Management Agreement or the Sub-Advisory Agreement as contemplated by the Time of Sale Prospectus and the Prospectus;

(iii)    The Investment Adviser has full limited liability company power and authority to enter into the Underwriting Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Remarketing Agreement;

(iv)    The Sub-Adviser has full limited liability company power and authority to enter into the Underwriting Agreement and the Sub-Advisory Agreement;

(v)    The Underwriting Agreement has been duly authorized, executed and delivered by the Investment Adviser and the Sub-Adviser;

(vi)    Each of the Investment Management Agreement, the Sub-Advisory Agreement and the Remarketing Agreement has been duly authorized, executed and delivered by the Investment Adviser and each of the Investment Management Agreement and the Sub-Advisory Agreement is a valid and legally binding agreement of the Investment Adviser, assuming due authorization, execution and delivery by the Fund in the case of the Investment Management Agreement, enforceable against the Investment Adviser in accordance with its terms subject to the qualification that the enforceability of the Investment Adviser’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; it being understood that the enforceability of indemnification provisions may be subject to limitations under applicable federal and state securities laws or the public policies underlying such laws;

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(vii)    The Sub-Advisory Agreement has been duly authorized, executed and delivered by Sub-Adviser and the Sub-Advisory Agreement is a valid and legally binding agreement of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms subject to the qualification that the enforceability of the Sub-Adviser’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; it being understood that the enforceability of indemnification provisions may be subject to limitations under applicable federal and state securities laws or the public policies underlying such laws;

(viii)    The Underwriting Agreement, the Investment Management Agreement and the Sub-Advisory Agreement and the Remarketing Agreement comply in all material respects with all applicable provisions of the 1933 Act, the 1940 Act and the Advisers Act;

(ix)    Neither the execution or delivery of the Underwriting Agreement, the Investment Management Agreement, the Sub-Advisory Agreement nor the Remarketing Agreement, nor the consummation of the transactions therein contemplated, nor the fulfillment of the terms thereof, result in a breach or violation of, or imposition of any material lien, charge or encumbrance upon any property or assets of the Investment Adviser pursuant to, (i) the certificate of formation, limited liability company agreement or other organizational documents of the Investment Adviser, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Investment Adviser is a party or bound or to which its property is subject that is known to me after reasonable inquiry or (iii) any material statute, law, rule, regulation, judgment, order or decree that is known to me after reasonable inquiry applicable to the Investment Adviser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Investment Adviser or any of its properties;

(x)    Neither the execution or delivery of the Sub-Advisory Agreement or the Underwriting Agreement, nor the consummation of the transactions therein contemplated, nor the fulfillment of the terms thereof, result in a breach or violation of, or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to, (i) the certificate of formation, limited liability company agreement or other organizational documents of the Sub-Adviser, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Sub-Adviser is a party or bound or to which its property is subject that is known to me after reasonable inquiry or (iii) any material statute, law, rule, regulation, judgment, order or decree that is known to me after reasonable inquiry applicable to the Sub-Adviser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Sub-Adviser or any of its properties;

(xi)    To the best of my knowledge after reasonable inquiry, other than as described or contemplated in the Time of Sale Prospectus or the Prospectus, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving either the Investment Adviser, the Sub-Adviser or their property which is not adequately disclosed in the Time of Sale Prospectus

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and the Prospectus, and there are no agreements, contracts, indentures, leases, permits or other instruments which are not adequately described as required in the Prospectus;

(xii)    Each of the Investment Adviser and the Sub-Adviser owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations as are necessary to carry on its business as contemplated in the Time of Sale Prospectus or the Prospectus; and

(xiii)    No material consent, approval, authorization, filing with or order of any court or governmental agency or body is required on the part of either the Investment Adviser or Sub-Adviser in connection with the transactions contemplated in the Underwriting Agreement or in the Investment Management Agreement, the Sub-Advisory Agreement or the Remarketing Agreement, except such as have been made or obtained or as may be required under the 1933 Act, the 1940 Act and the Advisers Act, the rules and regulations of the Financial Industry Regulatory Authority, Inc. and under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriter in the manner contemplated in the Underwriting Agreement and in the Time of Sale Prospectus and the Prospectus.

Although I have not undertaken, except as otherwise indicated herein, to determine independently, and I do not assume any responsibility for, the accuracy and completeness of the statements in the Registration Statement, the Time of Sale Prospectus and the Prospectus, I and other members of the legal department have participated in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, including review and discussion of the contents thereof, and no facts have come to my attention that have caused me to believe that (a) the Registration Statement, as of the “new effective date” with respect to the Underwriter and the Securities pursuant to, and within the meaning of, Rule 430B(f)(2) of the 1933 Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Time of Sale Prospectus, at the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; or (c) the Prospectus, as of its issue date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except, in each case for (i) the Underwriter Information and (ii) the financial statements and other financial and statistical data included in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus, as to which I express no belief).

“Time of Sale” means 2:30 p.m. (Eastern Time), on March 5, 2019.

These opinions and the statements set forth herein are given as of the date hereof and are limited in all respects to the law and facts existing as of the date hereof. I assume no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to my attention or any changes in laws which may hereafter occur.

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I am admitted to practice in the State of Illinois, and I express no opinions whatsoever with respect to any laws other than the internal laws of the State of Illinois, the federal laws of the United States and the Limited Liability Company Act of the State of Delaware.

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Exhibit D

FORM OF OPINION OF FUND’S MASSACHUSETTS COUNSEL

TO BE DELIVERED PURSUANT TO

SECTION 5(b)

With respect to the Fund:

(i)    The Fund (A) has been formed and is validly existing under the Fund’s Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest, commonly referred to as a “Massachusetts business trust,” (B) is in good standing with the Secretary of the Commonwealth of Massachusetts and (C) has power under its Declaration of Trust as a Massachusetts business trust to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and to enter into and perform its obligations under the Underwriting Agreement and under the Tender and Paying Agent Agreement and the Remarketing Agreement (the Tender and Paying Agent Agreement and the Remarketing Agreement, together, the “ Transaction Agreements ”). The global share certificate complies as to form with any requirements of Massachusetts law applicable to Massachusetts business trusts;

(ii)    The Securities have been duly authorized by the Fund for issuance and sale pursuant to the terms set forth in the Underwriting Agreement, and, when issued and delivered against payment therefor in accordance with the terms set forth in the Underwriting Agreement, will be validly issued, fully paid and nonassessable, except that, as set forth in the Prospectus, shareholders of a Massachusetts business trust may under certain circumstances be held liable for its obligations, and, to our knowledge, no holder of shares of beneficial interest in the Fund has, as such holder, any preemptive right or other rights to purchase beneficial interests in the Fund pursuant to the Declaration of Trust, the By-Laws of the Fund or Massachusetts law applicable to Massachusetts business trusts;

(iii)    The Underwriting Agreement and the Transaction Agreements have each been duly authorized, executed and delivered by the Fund;

(iv)    The execution, delivery and performance of the Underwriting Agreement and each of the Transaction Agreements by the Fund and the consummation of the transactions contemplated in the Underwriting Agreement and the Transaction Agreements, including the issuance and sale of the Securities, do not constitute a violation of the provisions of the Declaration of Trust, the Statement or By-Laws of the Fund, or, any Massachusetts law, statute, rule or regulation applicable to Massachusetts business trusts (except with respect to any Massachusetts securities law, rule or regulation, about which we express no opinion) or any judgment, order writ or decree, known to us, of the government or an instrumentality of the government of the Commonwealth of Massachusetts or Massachusetts court having jurisdiction over the Fund; and

(v)    No filing or registration with, or authorization, approval, consent, license, order, qualification, or decree of any Massachusetts court or government authority or agency of the Commonwealth of Massachusetts (except (a) such as may have been made or

D-1

obtained on or prior to the date hereof, including the filing of the Statement with the Secretary of the Commonwealth of Massachusetts and the Clerk of the City of Boston and (b) with respect to any Massachusetts securities law, rule or regulation, about which we express no opinion), is required under Massachusetts law in connection with the execution, delivery or performance by the Fund of the Underwriting Agreement and the Transaction Agreements and the consummation by the Fund of the transactions contemplated thereby.

D-2

Exhibit l.1

March 7, 2019

Nuveen AMT-Free Municipal Credit Income Fund

333 West Wacker Drive

Chicago, Illinois 60606

Re: Nuveen AMT-Free Municipal Credit Income Fund

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Nuveen AMT-Free Municipal Credit Income Fund, a Massachusetts business trust (the “Fund”), in connection with the Fund’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-2 to be filed with the Securities and Exchange Commission (the “Commission”) on or about March 7, 2019 (the “Amendment”), with respect to 200,000 of its Series B MuniFund Preferred Shares of beneficial interest, $.01 par value per share, with a liquidation preference of $1,000 per share (the “Shares”).

In connection with the furnishing of this opinion, we have examined the following documents:

(a)    a certificate dated as of a recent date of the Secretary of the Commonwealth of Massachusetts as to the existence of the Fund;

(b)    copies of the Fund’s Declaration of Trust dated July 12, 1999, the amendment thereto dated as of October 6, 2009, and the name change amendments effective as of January 2, 2012, April 11, 2016, and December 28, 2016, each as on file in the office of the Secretary of the Commonwealth of Massachusetts (as so amended, the “Declaration”);

(c)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series 1 Variable Rate Demand Preferred Shares as modified by the Notice of Special Rate Period, each as filed with the Secretary of the Commonwealth of Massachusetts on December 12, 2013 and the Amended and Restated Notice of Special Rate Period as filed with the Secretary of the Commonwealth of Massachusetts on May 31, 2018;

		Morgan, Lewis & Bockius LLP
		One Federal Street
		Boston, MA 02110-1726                                  +1.617.341.7700
		United States                                                    +1.617.341.7701

Nuveen AMT-Free Municipal Credit Income Fund

March 7, 2019

Page 2

(d)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series 2 Variable Rate Demand Preferred Shares, as filed with the Secretary of the Commonwealth of Massachusetts on April 7, 2016;

(e)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series 4 Variable Rate Demand Preferred Shares as modified by the Notice of Special Rate Period, each as filed with the Secretary of the Commonwealth of Massachusetts on June 16, 2016 and as further modified by Amendment No. 1 to Statement Establishing and Fixing the Rights and Preferences of Series 4 Variable Rate Demand Preferred Shares as filed with the Secretary of the Commonwealth of Massachusetts on June 19, 2018 and the Notice of Subsequent Rate Period as filed with the Secretary of the Commonwealth of Massachusetts on June 21, 2018;

(f)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series 5 Variable Rate Demand Preferred Shares, as filed with the Secretary of the Commonwealth of Massachusetts on November 9, 2016;

(g)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series 6 Variable Rate Demand Preferred Shares, as filed with the Secretary of the Commonwealth of Massachusetts on November 9, 2016;

(h)    a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series A MuniFund Preferred Shares and the Supplement attached as Appendix A thereto, as filed at the office of the Secretary of the Commonwealth of Massachusetts on January 26, 2018, and as amended on October 1, 2018;

(i)     a copy of the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares as filed at the office of the Secretary of the Commonwealth of Massachusetts on March 6, 2019 (the “New MFP Statement”), and the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares, as filed at the office of the Secretary of the Commonwealth of Massachusetts on March 6, 2019, such Statement and Supplement, together with the Statements referred to in subparagraphs (c), (d), (e), (f), (g) and (h) above (including any Notices, Supplements and other modifications described in such subparagraphs) the “Preferred Statements”;

Nuveen AMT-Free Municipal Credit Income Fund

March 7, 2019

Page 3

(j)    a certificate executed by the Secretary of the Fund, certifying as to the Declaration, the Preferred Statements, and the By-Laws of the Fund (collectively, the “Governing Instruments”), certain resolutions adopted by the Fund’s Board of Trustees at meetings held on April 10-11, 2018, October 11, 2018, December 13, 2018 and January 24, 2019, the minutes of the meeting of the Fund’s Executive Committee held on March 5, 2019 (such resolutions and minutes, collectively, the “Resolutions”), and certain other matters; and

(k)     a printer’s proof of the Amendment received on March 6, 2019.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have also assumed that the Amendment, when filed with the Commission, will be in substantially the form of the printer’s proof referenced in subparagraph (k) above.

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents. We have further assumed that there are no other documents that are contrary to or inconsistent with the opinions expressed herein. As to our opinion below relating to the valid existence of the Fund, our opinion relies entirely upon and is limited by the certificate referenced in subparagraph (a) above.

This opinion is limited solely to the laws of the Commonwealth of Massachusetts as applied by courts located in such Commonwealth, except that we express no opinion as to any Massachusetts securities law. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply. In addition, to the extent that the Fund’s Governing Instruments refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended, or any other law or regulation applicable to

Nuveen AMT-Free Municipal Credit Income Fund

March 7, 2019

Page 4

the Fund, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Fund with such Act and such other laws and regulations. Further, we express no opinion with respect to, and we assume no responsibility for, any offering documentation relating to the Fund, including the Amendment.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that:

1.    The Fund has been formed and is validly existing under the Fund’s Declaration and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust.”

2.    The Shares, when issued and sold in accordance with the terms, conditions, requirements and procedures set forth in the Governing Instruments and the Resolutions, will be validly issued, fully paid and nonassessable, except that, as set forth in the Amendment, shareholders of the Fund may under certain circumstances be held personally liable for its obligations.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the reference to our name in the Amendment and in the prospectus forming a part thereof under the heading “Legal Matters” and to the filing of this opinion as an exhibit to the Amendment. In rendering this opinion and giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/ S / M ORGAN , L EWIS  & B OCKIUS LLP

MORGAN, LEWIS & BOCKIUS LLP

Exhibit l.2

		SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599   AMERICA • ASIA PACIFIC • EUROPE

March 7, 2019

Nuveen AMT-Free Municipal Credit Income Fund

333 West Wacker Drive

Suite 3300

Chicago, IL 60606

Ladies and Gentlemen:

As special tax counsel to Nuveen AMT-Free Municipal Credit Income Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company (the “Fund”), in connection with the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Fund’s securities, including the Fund’s MuniFund Preferred Shares, $0.01 par value per share, which include the Series B MuniFund Preferred Shares (the “Series B MFP Shares”), liquidation preference $1,000 per share, in the Variable Rate Remarketed Mode (the “VRR Mode,” and the Series B MFP Shares, while in the VRR Mode, the “Securities”), being offered pursuant to the Base Prospectus, dated February 11, 2019, and the Prospectus Supplement dated March 5, 2019 (the “Prospectus Supplement”), of the Fund, which forms a part of the above-referenced Registration Statement to which this opinion is filed as an exhibit, we hereby confirm to you that the discussion set forth under the caption “Tax Matters” in the Prospectus Supplement is our opinion, subject to the qualifications and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Tax Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/ S / S IDLEY A USTIN LLP

Sidley Austin (NY)  LLP  is a Delaware limited liability partnership doing  business as Sidley Austin  LLP  and practicing in affiliation with other Sidley Austin partnerships

Exhibit s.2

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG)

AND

NUVEEN FUND ADVISORS, LLC

AND

BARCLAYS CAPITAL INC.

REMARKETING AGREEMENT

Dated as of March 7, 2019

Series B MuniFund Preferred Shares

Variable Rate Remarketed Mode

(NVG – Series B MFP)

Table of Contents

i

ii

REMARKETING AGREEMENT

This REMARKETING AGREEMENT, dated as of March 7, 2019 (this “ Agreemen t”), by and among Nuveen AMT-Free Municipal Credit Income Fund, a closed-end investment company organized as a Massachusetts business trust (the “ Fund ”), Nuveen Fund Advisors, LLC, a registered investment adviser and wholly-owned subsidiary of Nuveen Investments, Inc. (the “ Investment Adviser ”), and Barclays Capital Inc., a Connecticut corporation (the “ Remarketing Agent ”).

WITNESSETH:

WHEREAS, the Fund is issuing Series B MuniFund Preferred Shares, par value $.01 per share (the “ MFP Shares ”), with a liquidation preference of $1,000 per share, pursuant to and with the preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption assigned to them in the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares effective March 7, 2019, as amended, revised or supplemented from time to time (the “ Statement ”), as modified with respect to the Initial Mode by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares effective March 7, 2019, as amended, revised or supplemented from time to time (the “ Supplement ”; references in this Agreement to the Supplement shall be deemed to include the Statement);

WHEREAS, the Fund has requested Barclays Capital Inc. to act as the Remarketing Agent under this Agreement while the MFP Shares are in the Variable Rate Remarketed Mode in accordance with the provisions of the Supplement (and the Board of Trustees of the Fund has adopted a resolution appointing Barclays Capital Inc. as the Remarketing Agent) to perform the duties set forth herein and to perform such other duties as are assigned to the Remarketing Agent herein and in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement;

WHEREAS, the Remarketing Agent is willing to assume such duties on the terms and conditions expressly set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

Section 1.     Definitions . Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Supplement.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ 1933 Act Regulations ” means the rules and regulations under the 1933 Act.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ 1940 Act ” means the Investment Company Act of 1940, as amended.

1

“ 1940 Act Documents ” has the meaning set forth in Section 3(b) hereof.

“ 1940 Act Regulations ” means the rules and regulations under the 1940 Act.

“ Agreement ” has the meaning set forth in the preamble.

“ Calculation and Paying Agent ” means The Bank of New York Mellon acting pursuant to the Tender and Paying Agent Agreement or any successor thereto.

“ Commission ” has the meaning set forth in Section 3(d) hereof.

“ Fund ” has the meaning set forth in the preamble.

“Indemnified Person ” has the meaning set forth in Section 9(a) hereof.

“ Indemnifying Person ” has the meaning set forth in Section 9(c) hereof.

“ Investment Adviser ” has the meaning set forth in the preamble.

“ Losses ” has the meaning set forth in Section 9(b) hereof.

“ MFP Shares ” has the meaning set forth in the preamble.

“ Mode ” has the meaning set forth in the Statement.

“ Prospectus ” means the final prospectus supplement, dated March 5, 2019, relating to the initial offering of the VRRM-MFP Shares and the base prospectus and the statement of additional information, each dated February 11, 2019.

“ Registration Statement ” means the Fund’s registration statement (No. 333-226136 and No. 811-09475), relating to the MFP Shares and other securities of the Fund, declared effective by order of the Commission on February 11, 2019, as it may be amended from time to time.

“ Remarketing Agent ” has the meaning set forth in the preamble.

“ Remarketing Materials ” has the meaning set forth in Section 7(b) hereof.

“ Remarketing Memorandum ” means the Prospectus or any other written communication describing the Fund and/or the terms of the VRRM-MFP Shares, which has been approved by the Fund in writing for use in connection with remarketing prior to its use, which approval shall not be unreasonably withheld or delayed.

“ Representation Date ” has the meaning set forth in Section 3(b) hereof.

“ Statement ” has the meaning set forth in the preamble.

“ Supplement ” has the meaning set forth in the preamble.

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“ Transition Remarketing ” means a remarketing in connection with a Mode change pursuant to Article 3 of the Supplement.

“ VRRM-MFP Shares ” means the MFP Shares while in the Variable Rate Remarketed Mode pursuant to the Supplement.

Section 2.     Appointment and Obligations of the Remarketing Agent .

(a)     Appointment . The Fund hereby appoints Barclays Capital Inc., and Barclays Capital Inc. hereby accepts such appointment, as the exclusive Remarketing Agent of the VRRM-MFP Shares for the Variable Rate Remarketed Mode for the purpose of establishing on each Business Day the Dividend Rate in respect of the VRRM-MFP Shares and, in connection with a tender, remarketing such VRRM-MFP Shares on behalf of the Beneficial Owners or Holders thereof, as applicable, and calculating the Purchase Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement.

(b)     General Duties . The Remarketing Agent agrees with respect to the VRRM-MFP Shares to:

(i)    use its best efforts to remarket Tendered VRRM-MFP Shares in connection with an optional tender or mandatory tender of VRRM-MFP Shares as provided in the Supplement, but shall in no way be liable if no purchasers are found, provided it has otherwise performed its obligations as set forth in this Agreement and the Supplement;

(ii)    calculate the Purchase Price to be paid in connection with a remarketing of VRRM-MFP Shares;

(iii)    establish the Dividend Rate as provided in the Supplement; provided, that the Dividend Rate may not exceed the Maximum Rate;

(iv)    notify the Fund and the Calculation and Paying Agent of the Dividend Rate by Electronic Means and post the Dividend Rate on Bloomberg promptly on each date of determination of the Dividend Rate as provided in the Supplement; in the case of the notice to the Fund and the Calculation and Paying Agent with respect to the Step-Up Dividend Rate, such notice shall set forth in reasonable detail the basis for and calculation of the highest rate as determined by the Remarketing Agent;

(v)    provide any other notices to be provided by the Remarketing Agent to the Fund, the Calculation and Paying Agent, Holders and Beneficial Owners as set forth in the Supplement;

(vi)    make available to a Beneficial Owner, upon request by such Beneficial Owner in connection with a remarketing, a copy of the Contact Notification Form (as such term is defined in the Tender and Paying Agent Agreement);

3

(vii)    make available to a Beneficial Owner or a former Beneficial Owner, upon request by such Beneficial Owner or former Beneficial Owner (as the case may be) in connection with a remarketing, a copy of the Cancellation Form (as such term is defined in the Tender and Paying Agent Agreement);

(viii)    except as otherwise permitted by the Remarketing Agent, accept VRRM-MFP Shares tendered for an optional tender for remarketing only in minimum amounts of twenty-five (25) VRRM-MFP Shares and multiples of five (5) VRRM-MFP Shares in excess thereof; and

(ix)    carry out such other duties as are assigned to the Remarketing Agent herein and in the Supplement, or as are reasonably requested by the Fund and agreed to by the Remarketing Agent, all in accordance with the provisions in this Agreement and the Supplement.

(c)     Remarketing at Purchase Price; Principal to Principal Basis . It is further understood and agreed by and between the parties that, in connection with any attempted remarketing, all Tendered VRRM-MFP Shares shall be remarketed at the Purchase Price of such VRRM-MFP Shares. With respect to the Remarketing Agent’s responsibilities, but without affecting the Calculation and Paying Agent’s role as intermediary (if applicable), the Remarketing Agent hereby agrees that, if the Remarketing Agent obtains a bid at the Purchase Price for any VRRM-MFP Shares being remarketed, which, if accepted, would be binding on the bidder for the consummation of the sale of such VRRM-MFP Shares (an “actionable bid”), and the Remarketing Agent elects in its sole discretion to accept such actionable bid, the Remarketing Agent shall (i) purchase the Tendered VRRM-MFP Shares, as a principal and not as an agent, from the Beneficial Owner or Holder thereof on the Purchase Date at the Purchase Price, (ii) resell such VRRM-MFP Shares, as a principal and not as an agent, to the Person making such actionable bid at the Purchase Price, and (iii) record such purchase and resale on its books and records in accordance with this provision. Any such purchases by the Remarketing Agent from the Beneficial Owner or Holder shall be made with the Remarketing Agent’s own funds.

(d)     Optional Tender for Remarketing Notices . If, in connection with an optional tender for remarketing in accordance with Section 2.2(a) of the Supplement, a Beneficial Owner tendering VRRM-MFP Shares for remarketing delivers to the Remarketing Agent a Tender Notice in substantially the form of and containing the information set forth in Exhibit A hereto and the Remarketing Agent identifies a purchaser for the Tendered VRRM-MFP Shares during the related Remarketing Window, the Remarketing Agent shall deliver a Remarketing Notice in substantially the form of and containing the information set forth in Exhibit B hereto to the Beneficial Owner of the Tendered VRRM-MFP Shares, with a copy to the Fund and the Calculation and Paying Agent as provided in Section 2.2(a) of the Supplement. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form of and containing the information set forth in Exhibit C hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 2.2(b) of the Supplement.

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(e)     Mandatory Tender for Remarketing Notices . In connection with a mandatory tender for remarketing in accordance with Section 2.2(c) of the Supplement, the Remarketing Agent shall provide a Remarketing Notice in substantially the form of and containing the information set forth in Exhibit B hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 2.2(c) of the Supplement. Each Beneficial Owner wishing (and eligible) to retain its VRRM-MFP Shares shall provide a Retention Notice in substantially the form of and containing the information set forth in Exhibit D hereto to the Remarketing Agent and the Calculation and Paying Agent as provided in Section 2.2(c) of the Supplement. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form of and containing the information set forth in Exhibit C hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 2.2(c) of the Supplement.

(f)     Mode Change Notices . In connection with a mandatory tender for remarketing for a transition to a new Mode in accordance with Section 3.2 of the Supplement, the Remarketing Agent shall provide a Remarketing Notice in substantially the form of and containing the information set forth in Exhibit B hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 3.2(c) of the Supplement. Upon the occurrence of a Failed Remarketing Event, the Remarketing Agent shall provide a Failed Remarketing Notice in substantially the form of and containing the information set forth in Exhibit C hereto to the Holders, the Fund and the Calculation and Paying Agent as provided in Section 3.2(c) of the Supplement.

(g)     Book-Entry Procedures . Except as otherwise expressly provided for herein, the purchase and delivery of Tendered VRRM-MFP Shares and the remarketing thereof, and payments with respect to the foregoing, will be accomplished in accordance with the applicable procedures of the Securities Depository.

(h)     Return of Unsold VRRM-MFP Shares . Any VRRM-MFP Shares unsold in a remarketing will be returned to the relevant tendering Beneficial Owners or their Agent Members, or the relevant tendering Holders, as the case may be, by the Remarketing Agent; provided that such tender will continue until the earlier of the occurrence of a successful remarketing or the Failed Remarketing Mandatory Redemption Date.

(i)     Timing Requirements . The Remarketing Agent agrees to the remarketing timing requirements applicable to it in the Supplement. The Remarketing Agent may, in its sole discretion, modify the settlement procedures set forth therein with respect to any Remarketing upon ten (10) days’ prior written notice to the Fund and the Calculation and Paying Agent, provided any such modification does not adversely affect the Holders, the Beneficial Owners, the Calculation and Paying Agent or the Fund.

(j)     Purchases by Remarketing Agent . If the Remarketing Agent in its sole discretion decides to purchase unsold VRRM-MFP Shares for its own account, on each Purchase Date, the Remarketing Agent will settle such purchase through delivery against payment of the Purchase Price for such VRRM-MFP Shares to be received by the Remarketing Agent by 11:00 a.m., New York City time, on such Purchase Date. The Remarketing Agent is not obligated to purchase any VRRM-MFP Shares that would otherwise remain unsold in a remarketing.

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(k)     Sales by Remarketing Agent for its Own Account . It is expressly understood and agreed by the parties hereto that VRRM-MFP Shares as to which the Remarketing Agent is the Beneficial Owner may be held by the Remarketing Agent for its own account or for the account of others, and may be sold in a remarketing or otherwise sold by the Remarketing Agent. The Remarketing Agent may sell VRRM-MFP Shares for its own account outside of a remarketing at a price other than the Purchase Price.

(l)     Notice of Taxable Allocations . Whenever the Fund intends or expects to include any Taxable Allocation in any dividend on VRRM-MFP Shares, the Fund shall provide a Notice of Taxable Allocation in accordance with Section 2.7(a) of the Supplement. Whenever such advance notice is received from the Fund, the Calculation and Paying Agent will notify each Holder and the Remarketing Agent. The Remarketing Agent shall promptly notify each potential Beneficial Owner or its Agent Member after receipt of such advance notice by the Remarketing Agent.

Section 3.     Representations, Warranties and Covenants of the Remarketing Agent and the Fund .

(a)    The Remarketing Agent hereby represents, warrants and agrees that it has, and during the term of this Agreement shall maintain, all licenses, consents and other rights required for the use of any index or other data in connection with calculation of the Dividend Rate or dissemination thereof.

(b)    The Fund represents and warrants to, and agrees with, the Remarketing Agent as of each Purchase Date, Remarketing Date or New Mode Commencement Date, as applicable (each, a “ Representation Date ”), that (i) the Fund has made all the filings with the United States Securities and Exchange Commission (the “ Commission ”) that are required to be made under the 1940 Act and the 1940 Act Regulations (collectively, the “ 1940 Act Documents ”), (ii) each 1940 Act Document complies in all material respects with the requirements of the 1940 Act and the 1940 Act Regulations, and each 1940 Act Document did not at the time of filing with the Commission include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the applicable Remarketing Materials, as amended or supplemented, including by any subsequently filed 1940 Act Document on or prior to such Representation Date (or, if applicable, by any document filed pursuant to the 1933 Act and the 1933 Act Regulations), as provided by the Fund, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however , that the Fund makes no representations or warranties with respect to information provided by the Remarketing Agent specifically for use in the Remarketing Materials.

(c)    The Fund represents and warrants to the Remarketing Agent that the financial statements included or incorporated by reference in the 1940 Act Documents, together with the related notes and schedules, present fairly the financial position of the Fund as of the dates indicated and the results of operations, cash flows and changes in shareholders’ equity of the Fund for the periods specified and have been prepared in compliance with the requirements of

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the 1940 Act and the 1940 Act Regulations and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the 1940 Act Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Fund.

(d)    The Fund agrees (i) to deliver to the Remarketing Agent, within fifteen (15) calendar days following the last day of each calendar month beginning with March 2019, a report of portfolio holdings of the Fund as of the close of business as of the last Business Day of such calendar month, listing portfolio holdings of the Fund by CUSIP and principal amount, and (ii) that, on or after such fifteenth calendar day (or earlier, with the Fund’s prior approval) the Remarketing Agent may provide such report and/or the information therein to investors in the VRRM-MFP Shares, upon the investor’s request.

Section 4.     Fees and Expenses . For the performance of its services as Remarketing Agent hereunder, the Fund shall pay to the Remarketing Agent in arrears on the first day of each calendar month (or, if such day is not a Business Day, on the next succeeding Business Day) a monthly fee for each MFP Share Outstanding on the first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment), in an amount, rounded upward to the nearest dollar, equal to (a) the product of (i) the rate of compensation as then in effect, as shall be agreed upon from time to time in writing by the Fund and the Remarketing Agent, times $1,000 multiplied by (ii) the actual number of days from and including such first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment) to and including the last calendar day of such preceding calendar month or, if applicable, the date of termination of this Agreement, if earlier, or the date of any prior redemption or liquidation for such share (as the case may be), divided by (b) 360. The obligation of the Fund to make the payments required by this Section shall survive the termination of this Agreement and remain in full force and effect until all such payments shall have been made in full.

Section 5.     Resignation, Suspension and Removal of the Remarketing Agent .

(a)    The Remarketing Agent may resign and be discharged from its duties and obligations hereunder with respect to the VRRM-MFP Shares by giving 90 days’ prior written notice to the Fund and the Calculation and Paying Agent.

(b)    The Fund may remove the Remarketing Agent with respect to the VRRM-MFP Shares by giving at least 60 days’ prior written notice to the Remarketing Agent (and will provide prior notice also to the Calculation and Paying Agent, if any); provided , however , that no such removal shall become effective for an additional 30 days unless the Fund shall have appointed at least one nationally recognized securities dealer with expertise in remarketing variable rate securities as a successor Remarketing Agent for the VRRM-MFP Shares and the successor Remarketing Agent shall have entered into a remarketing agreement with the Fund, in form and substance satisfactory to the Fund, in which it shall have agreed to, among other duties, conduct remarketings in respect of VRRM-MFP Shares and determine the Dividend Rate on each Business Day for the VRRM-MFP Shares in accordance with the terms and conditions of the Supplement.

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In each of the occurrences described in clause (a) or (b), the Fund shall use its best efforts to appoint a successor Remarketing Agent for such VRRM-MFP Shares and enter into a remarketing agreement with such Person as soon as reasonably practicable.

Section 6.     Dealing in the VRRM-MFP Shares . The Remarketing Agent in its sole discretion may purchase for its own account VRRM-MFP Shares in a remarketing; however, subject to the last two sentences in Section 2(c) above, the Remarketing Agent shall not be obligated to purchase any VRRM-MFP Shares that would otherwise remain unsold in a remarketing. None of the Fund, the Calculation and Paying Agent nor the Remarketing Agent (subject to the last sentence in Section 2(c) above) shall be obligated in any case to provide funds to make payment to a Beneficial Owner or its Agent Member or a Holder upon such Beneficial Owner’s or Holder’s tender of its VRRM-MFP Shares in a remarketing unless, in each case, such VRRM-MFP Shares were acquired for the account of the Fund, the Calculation and Paying Agent or the Remarketing Agent, as applicable. The Remarketing Agent may exercise any vote or join in any action which any Holder of VRRM-MFP Shares may be entitled to exercise or take pursuant to the Statement with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Fund as freely as if it did not act in any capacity hereunder.

Section 7.     Information .

(a)    The Fund agrees to furnish to the Remarketing Agent: (i) copies of the Registration Statement, the Prospectus, the Statement, the Supplement and its bylaws and any amendment thereto and each report or other document mailed or made available to Holders (including annual reports to shareholders) or filed by the Fund with the Commission (including any documents incorporated therein by reference) as the Remarketing Agent may reasonably request from time to time; (ii) notice of the creation of any subsidiary by the Fund; (iii) notice of the purchase of VRRM-MFP Shares by a subsidiary or affiliate of the Fund as soon as the Fund shall become aware of such purchase; (iv) notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRRM-MFP Shares by any NRSRO then rating the VRRM-MFP Shares or any change of an NRSRO rating the VRRM-MFP Shares as promptly as practicable upon the occurrence thereof or the occurrence of any of the events set forth in clause (b)(i) or (b)(ii) of Section 8 hereof (with the occurrence of any of the events described in clause (b)(ii) to be determined without regard to the opinion of the Remarketing Agent referred to therein); and (v) in connection with a remarketing, a Remarketing Memorandum, and such other remarketing information, as the Remarketing Agent may reasonably request from time to time, including but not limited to the financial condition of the Fund. The Fund agrees to provide the Remarketing Agent with as many copies of the foregoing materials and information as the Remarketing Agent may reasonably request for use in connection with a remarketing or Transition Remarketing, as the case may be, of VRRM-MFP Shares and consents to the use thereof for such purpose.

(b)    If at any time during the term of this Agreement any event or condition known to the Fund relating to or affecting the Fund or the VRRM-MFP Shares shall occur which might affect the accuracy or completeness of any statement of a material fact contained in any of the

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reports, documents, materials and information referred to in clause (a)(v) above or any document incorporated therein by reference (collectively, the “ Remarketing Materials ”) or any other materials or information made publicly available by the Fund, the Fund shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition and the Fund shall promptly prepare or cause to be prepared and delivered to the Remarketing Agent, at the Fund’s expense, a supplement or amendment to the Remarketing Materials describing the circumstances and details of such event or condition.

Section 8.     Conditions to Obligations of the Remarketing Agent . The obligations of the Remarketing Agent with respect to VRRM-MFP Shares under this Agreement have been undertaken in reliance on, and shall be subject to: (a) the due performance in all material respects by the Fund of its obligations and agreements as set forth in this Agreement (including Sections 3(d) and 7(b) hereof); and (b) the non-occurrence of any of the following events: (i) all of the VRRM-MFP Shares shall have been redeemed by the Fund; (ii) without the prior written consent of the Remarketing Agent, the Supplement, the Statement, the Declaration, the by-laws of the Fund, or the Tender and Paying Agent Agreement shall either not be in full force and effect or have been amended in any manner that in the reasonable opinion of the Remarketing Agent materially changes the nature of the VRRM-MFP Shares or the remarketing procedures; (iii) legislation, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Commission or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the offering or sale of the VRRM-MFP Shares is or would be in violation of any provision of the 1933 Act as then in effect, or the 1934 Act as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of the VRRM-MFP Shares, as contemplated hereby, without registration under the 1933 Act; (iv) any legislation, resolution, ordinance, rule or regulation shall be enacted by, any governmental body, department or agency of the United States or the State of New York, or a decision by any court of competent jurisdiction within the United States or the State of New York shall be rendered, which, in the Remarketing Agent’s reasonable opinion, materially adversely affects the marketability of the VRRM-MFP Shares; (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which, in the Remarketing Agent’s reasonable opinion, would cause the performance of the Remarketing Agent’s obligations hereunder to violate applicable law; (vi) any litigation shall be instituted and be outstanding, to restrain or enjoin the sale or remarketing of the VRRM-MFP Shares or in any way protesting or affecting any authority of the Fund with respect to the validity of the VRRM-MFP Shares or this Agreement, or the existence or powers of the Fund to perform its obligations hereunder; (vii) a general banking moratorium has been declared by federal or New York authorities having jurisdiction, a material disruption in commercial banking or securities settlement or clearance services or a force majeure event shall have occurred which in the reasonable opinion of the Remarketing Agent materially adversely affects the settlement or clearance of the VRRM-MFP Shares; or (viii) a material misstatement or omission in the Remarketing Materials has occurred, so that it is not advisable, in the reasonable judgment of the Remarketing Agent, to attempt to remarket the VRRM-MFP Shares, provided that the Remarketing Agent, upon identifying any such material misstatement or omission in the Remarketing Materials, shall promptly notify the Fund. In the event of the failure of any such conditions with respect to the VRMM-MFP Shares, the Remarketing Agent may terminate its obligations under this Agreement with respect to the VRMM-MFP Shares as provided in Section 10(b).

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Section 9.     Indemnification .

(a)    The Fund and the Investment Adviser, jointly and severally, agree to indemnify and hold harmless the Remarketing Agent and its respective officers, directors, employees and control persons within the meaning of the 1934 Act (collectively, the “ Indemnified Persons ” and individually, an “ Indemnified Person ”) from and against any losses, claims, damages or liabilities to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any of the Remarketing Materials or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading (except with respect to information provided by the Remarketing Agent specifically for use therein), or arise out of, or are based upon, any violation by the Fund or the Investment Adviser of, or any failure by the Fund or the Investment Adviser to perform, any of its obligations under, this Agreement. The Fund and the Investment Adviser agree to promptly reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that neither the Fund nor the Investment Adviser shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the use by the Remarketing Agent of any information that is not contained in the Remarketing Materials (in the form provided for use in connection with the remarketing). The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund or the Investment Adviser may otherwise have to any Indemnified Person and shall extend upon the same terms and conditions to each Person, if any, who controls any Indemnified Person within the meaning of the 1934 Act.

(b)    The Fund agrees to indemnify and hold harmless the Indemnified Persons from and against every loss, liability or expense, including without limitation, damages, fines, suits, actions, demands, costs, out-of-pocket expenses, and reasonable legal fees and expenses (collectively, “ Losses ”), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of its (1) execution and delivery of this Agreement, (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Remarketing Agent is authorized to rely pursuant to the terms of this Agreement and (3) performance under this Agreement, except to the extent that the Loss resulted from such Indemnified Person’s gross negligence, willful misconduct, bad faith, violations of law or violations of the terms and conditions of this Agreement. For the avoidance of doubt, the Fund agrees to indemnify and hold harmless the Indemnified Persons from and against any and all Losses that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the failure of the Remarketing Agent to deliver Remarketing Materials during the course of a remarketing, if such failure is due to the failure by the Fund to provide to the Remarketing Agent such Remarketing Materials for delivery (regardless of whether the Remarketing Agent has requested such Remarketing Materials), notwithstanding that such failure by the Remarketing Agent to deliver Remarketing Materials during the course of a

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Remarketing could be deemed a violation of law by an Indemnified Person. The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund may otherwise have to any Indemnified Person.

(c)    Each Indemnified Person shall give notice as promptly as reasonably practicable to each of the Fund and the Investment Adviser (collectively, the “ Indemnifying Persons ” and individually, an “ Indemnifying Person ”) of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Persons shall not relieve any Indemnifying Person from any liability which it may have otherwise than on account of this indemnity agreement. No settlement or compromise of any such action shall be made without the consent of the Indemnifying Persons, which consent shall not be unreasonably withheld.

(d)    In case any such action is brought against any Indemnified Person, and it notifies each Indemnifying Person from which it seeks indemnification of the commencement thereof, such Indemnifying Person (which may be the Fund and/or the Investment Adviser, in the case of notification of either) will be entitled to participate in, and, to the extent that it may wish, jointly with any other Indemnifying Person, similarly notified, to assume the defense thereof so long as its interests are not adverse to those of the Indemnified Person, with counsel reasonably satisfactory to such Indemnified Person, and after notice from each Indemnifying Person to such Indemnified Person of its election to assume the defense thereof, the Indemnifying Person will not be liable to such Indemnified Person under this Section 9 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof other than reasonable costs of investigation. Upon assumption by any Indemnifying Person of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but the Indemnifying Person shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Indemnifying Person has agreed to pay such fees and expenses, (ii) the Indemnifying Person shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner, or (iii) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Persons and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to each of the Fund and the Investment Adviser. If the Indemnifying Person elects not to assume the defense of any such suit, it will reimburse the Indemnified Persons for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include one or more Indemnifying Persons and one or more Indemnified Persons, and one or more Indemnified Persons shall have been advised by counsel reasonably satisfactory to each Indemnifying Person that there may be one or more legal defenses available to any of the Indemnified Persons, which are different from, additional to, or in conflict with those available to any of the Indemnifying Persons, the Indemnifying Persons will reimburse the Indemnified Persons for the reasonable fees and expenses of any counsel retained by the Indemnified Persons (it being understood that the Indemnifying Persons shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one

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separate firm of attorneys (plus local counsel) for all Indemnified Persons, which firm shall be designated by the Indemnified Persons, the Remarketing Agent or each Indemnifying Person, as the case may be). Each Indemnifying Person agrees promptly to notify each Indemnified Person of the commencement of any litigation or proceedings against it in connection with the remarketing of the VRRM-MFP Shares. No Indemnifying Person shall consent to the terms of any compromise or settlement of any action defended by any Indemnifying Person in accordance with the foregoing without the prior consent of the Indemnified Person. No Indemnifying Person shall be liable under this Section 9 for the amount of any compromise or settlement of any action unless such compromise or settlement has been approved in writing by such Indemnifying Person, which approval shall not be unreasonably withheld.

(e)    If the indemnification provided for in subparagraph (a) of this Section 9 is unavailable, because of limitations imposed by securities laws or for any other reason, to a party that would otherwise have been an Indemnified Person under subparagraph (a) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the party that would have been an Indemnifying Person thereunder shall, in lieu of indemnifying such Indemnified Person, contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion so that the Remarketing Agent is responsible for that portion represented by the percentage that the Remarketing Agent’s fee (calculated for a one year period) with respect to such remarketing bears to the aggregate liquidation preference of such VRRM-MFP Shares being remarketed but will not exceed the amount of such fee (calculated for a one year period) and each of the Fund and the Investment Adviser is responsible for the balance; provided , however , that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions in respect thereon referred to above in this subparagraph (e)) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claims (which shall be limited as provided in this subparagraph (e) above if the Indemnifying Person has assumed the defense of any such action in accordance with the provisions thereof).

(f)    The indemnity agreements contained in clauses (a), (b) and (c) of this Section 9 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent, and shall survive the termination or cancellation of this Agreement and the remarketing of any VRRM-MFP Shares hereunder.

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Section 10.     Termination of Remarketing Agreement . (a) This Agreement shall terminate as to the Remarketing Agent and its obligations hereunder with respect to VRRM-MFP Shares upon the earliest to occur of (a) the effective date of the resignation or removal of such Remarketing Agent pursuant to Section 5(a) and Section 5(b), respectively, (b) the completion of a successful Transition Remarketing on a New Mode Commencement Date in connection with transition to a new Mode, or (c) the date on which no VRRM-MFP Shares are Outstanding.

(b) In addition, the Remarketing Agent may terminate this Agreement and all of its obligations hereunder with respect to the VRRM-MFP Shares, by notifying the Fund and the Calculation and Paying Agent of its election to do so, if any of the conditions referred to or set forth in Section 8 hereof with respect to the VRRM-MFP Shares have not been met or satisfied in full and such failure shall have continued for a period of 30 days after the Remarketing Agent has given notice thereof to the Fund specifying the condition which has not been met and requiring it to be met; provided, however, that termination of this Agreement with respect to the VRRM-MFP Shares by the Remarketing Agent after giving the required notices with respect to the VRRM-MFP Shares shall be immediate in the event of the occurrence and continuation of any event set forth in Section 8(b)(i), (ii), (iii) or (iv) hereof with respect to the VRRM-MFP Shares, or in the event the Remarketing Agent determines, in its sole discretion, that it shall not have received all of the information, whether or not specifically referenced herein, necessary to fulfill its obligations under this Agreement with respect to the VRRM-MFP Shares.

Section 11.     Remarketing Agent ’ s Performance; Duty of Care .

(a)    The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Supplement. No implied covenants or obligations shall be read into this Agreement, or the Supplement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Statement, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Investment Adviser, the Calculation and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRRM-MFP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Supplement or otherwise, except as a result of bad faith, gross negligence or willful misconduct on its part.

(b)    The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Section 12.     Amendment, Supplement or Modification of Agreements . Without the prior written consent of the Remarketing Agent, the Fund will not agree or consent to any amendment, supplement or modification of the Tender and Paying Agent Agreement, this Agreement or the Supplement, nor waive any provision thereof, if such amendment, supplement,

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modification or waiver would materially adversely affect the interests of the Remarketing Agent, in the Remarketing Agent’s sole discretion; provided, that, for purposes of this Section 12, any changes or amendments to the rating agency criteria provided in the Supplement for the VRRM-MFP Shares shall not be deemed to materially adversely affect the interests of the Remarketing Agent.

Section 13.     Books and Records . The Remarketing Agent shall keep such books and records with respect to the performance of its duties hereunder as shall be consistent with prudent industry practice and shall, to the extent permitted by law, make such books and records available for inspection by the Fund on reasonable notice during normal business hours. Any costs and expenses associated with such inspections shall be for the account of the party requesting such inspection.

Section 14.     Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except Section 25 below, which shall be construed in accordance with and governed by the laws 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 AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.

Section 15.     Waiver of Jury Trial . The Fund, the Investment Adviser and the Remarketing Agent hereby waive trial by jury in any action, proceeding or counterclaim brought by any of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Agreement.

Section 16.     Certain Provisions to Survive Termination of Agreement . Regardless of any termination of this Agreement pursuant to Section 10 hereof, the obligations of the Fund and the Investment Adviser pursuant to Sections 3, 4 and 9 hereof and of the Remarketing Agent pursuant to Section 9 hereof shall remain operative and in full force and effect until fully satisfied.

Section 17.     Successors and Assigns . The rights and obligations of the Fund and the Investment Adviser hereunder may not be assigned or delegated to any other person without the prior written consent of the Remarketing Agent. The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other person without the prior written consent of the Fund. This Agreement shall inure to the benefit of and be binding upon the Fund, the Investment Adviser and the Remarketing Agent and their respective permitted successors and assigns, and, subject to Section 23, will not confer any benefit upon any other person, partnership, association or corporation other than persons, if any, controlling any Remarketing Agent within the meaning of Section 15 of the 1933 Act, or Section 20 of the 1934 Act, or any Indemnified Person to the extent provided in Section 9 hereof. As used in this Section 17, the terms “successors” and “assigns” shall not include any purchaser of VRRM-MFP Shares merely because of such purchase.

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Section 18.     Headings . The section headings herein are for convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement.

Section 19.     Severability . If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdiction or jurisdictions, because it conflicts with any provision of any constitution, statute, rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

Section 20.     Counterparts . 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.

Section 21.     Remarketing Agent Not Acting as Underwriter . It is understood and agreed by the parties hereto that the only obligations of the Remarketing Agent hereunder are as set forth in Sections 2, 3, 9 and 13 hereof. When engaged in remarketing any properly-Tendered VRRM-MFP Shares, the Remarketing Agent shall act only as agent for and on behalf of each owner of the VRRM-MFP Shares so tendered. The Remarketing Agent shall not act as an underwriter for the Tendered VRRM-MFP Shares and shall in no way be obligated to advance its own funds to purchase any Tendered VRRM-MFP Shares (except as provided in Section 2(c) or to the extent that in its individual capacity as purchaser of those VRRM-MFP Shares it may elect, in accordance with Section 6 hereof, to purchase, in its sole discretion) or to otherwise expend or risk its own funds or incur or become exposed to financial liability in the performance of its duties hereunder.

Section 22.     Amendment . This Agreement may be amended by any instrument in writing signed by all of the parties hereto so long as this Agreement as amended is not inconsistent with the Supplement in effect as of the date of any such amendment. The parties acknowledge that amendments to this Agreement (including with respect to Section 2(c)) are subject to prior notice requirements as set forth in the Tender and Paying Agent Agreement.

Section 23.     Benefits . Nothing herein, express of implied, shall give to any person, other than the Fund, the Remarketing Agent and their respective permitted successors and assigns, any benefit of any legal or equitable right, remedy or claim hereunder. Without limiting the generality of the foregoing, no Holder or Beneficial Owner (or their Agent Member) of VRRM-MFP Shares shall have or be deemed to have any right in respect of, or shall in any event be entitled to enforce or to seek recourse against any person in respect of, any provision of this Agreement, and any and all rights of holders of VRRM-MFP Shares or obligations of the Fund in respect thereof arise only under and as governed solely by the Declaration, the Supplement and by-laws of the Fund as they are in effect from time to time.

Section 24.     Notices and Wire Instructions . Unless otherwise specified, any notices, requests, consents or other communications given or made hereunder or pursuant hereto shall be made in writing and shall be deemed to have been validly given or made upon receipt, if given

15

by mail, or when delivered, if given by prepaid courier service, in each case addressed as follows: if to the Fund or the Investment Adviser, to either of them at 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Cedric A. Antosiewicz, Chief Administrative Officer; if to the Remarketing Agent, to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019 Attention: Municipal Short Term Desk, Telephone: (212) 528-1011, Fax: (646) 758-1962, Email: munishortterm@barclays.com; and if to the Calculation and Paying Agent, to The Bank of New York Mellon, Corporate Trust Division, Dealing and Trading Group, 240 Greenwich Street, Floor 7E, New York, New York 10286, Attention: Mike Diep, Telephone: (212) 815 2834, Fax: (212) 815 2830, Email: mike.diep@bnymellon.com; or to such other address as any of the foregoing persons shall specify to the parties hereto in writing.

The Purchase Price of remarketed VRRM-MFP Shares, if paid through the Calculation and Paying Agent, shall be paid by the Remarketing Agent in immediately available funds by wire transfer to the Calculation and Paying Agent in accordance with the following instructions:

[●]

The remarketing fee shall be paid by the Fund in immediately available funds by wire transfer to the Remarketing Agent in accordance with the following instructions:

[●]

Email transmissions shall be deemed to have been validly given or made when sent to the following email addresses; if to the Fund or the Investment Adviser, to Nathan.Jones@nuveen.com and Tanner.Page@nuveen.com; if to the Remarketing Agent, to munishortterm@barclays.com; or to such other address as any such parties shall specify to the other party in writing; and, if to the Calculation and Paying Agent, to mike.diep@bnymellon.com.

Section 25.     Liability of Officers, Trustees and Shareholders . A copy of the Declaration is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement has been executed on behalf of the Fund by an officer of the Fund in such capacity and not individually and the obligations of the Fund under this Agreement 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.

Section 26.     Nonpetition Covenant . Notwithstanding any prior termination of this Agreement, Barclays Capital Inc., solely in its capacity as Remarketing Agent, hereby covenants and agrees that it shall not, prior to the date which is one year and one day after the redemption and the payment in full of the VRRM-MFP Shares and all accumulated dividends, petition or otherwise invoke the process of any court or government authority for the purpose of commencing a case against, the Fund under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Fund or any substantial part of the property of the Fund; provided , however , that nothing in this provision shall preclude, or be deemed to stop, the Remarketing Agent from taking any action prior to the expiration of the aforementioned one year and one day period in (x) any case or proceeding voluntarily filed or commenced by the Fund, (y) any

16

involuntary insolvency proceeding filed or commenced against the Fund by a Person other than the Remarketing Agent, or (z) with respect to its rights or preferences as a Beneficial Owner or Holder of VRRM-MFP Shares.

[Signature Page Follows]

17

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by one of its duly authorized officers as of the date first above written.

Signature Page to Remarketing Agreement (NVG Series B MFP)

Exhibit A — Form of Tender Notice

NUVEEN AMT-FREE MUNICIPAL CREDIT

INCOME FUND (NVG) (THE “FUND”)

SERIES B MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE

REMARKETED MODE (“VRRM-MFP SHARES”)

TENDER NOTICE

Note:    The substance of this notice must be given by the Beneficial Owner or its Agent Member to Barclays Capital Inc., as Remarketing Agent (the “Remarketing Agent”), appointed under the Remarketing Agreement, dated as of March 7, 2019, between Nuveen AMT-Free Municipal Credit Income Fund, Nuveen Fund Advisors, LLC and the Remarketing Agent, in the manner provided in Schedule 1 hereto by Electronic Means prior to 5:00 p.m., New York City time, on any Business Day. Any Tender Notice delivered at or after 5:00 p.m., New York City time, shall be deemed to have been received by the Remarketing Agent on the next succeeding Business Day and the Purchase Date specified in this Tender Notice shall be postponed accordingly by one Business Day. The determination of the Remarketing Agent as to whether a Tender Notice has been properly delivered shall be conclusive and binding upon the Beneficial Owner and its Agent Member.

TO: BARCLAYS CAPITAL INC., as Remarketing Agent

1.    In accordance with the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares effective March 7, 2019 (the “Statement”), as modified with respect to the Variable Rate Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares effective March 7, 2019, as amended, revised or supplemented from time to time (the “Supplement”); the undersigned, [●], [ Beneficial Owner ] [ Agent Member of the Beneficial Owner ] of the following VRRM-MFP Shares:

hereby notifies you of the election by the Beneficial Owner of the referenced VRRM-MFP Shares to tender such VRRM-MFP Shares for remarketing of the Designated Amount on the seventh calendar day following the date on which this Tender Notice is delivered to the Remarketing Agent, or if such seventh calendar day is not a Business Day, the next succeeding Business Day (the “Purchase Date”).

The name and DTC Participant No. of the Agent Member tendering on behalf of the Beneficial Owner is: ____________________ ________________________________________

Name of Agent Member: _____________________________________

DTC Participant No. of Agent Member: _________________________

Name of Beneficial Owner: ___________________________________

Beneficial Owner’s account number: ____________________________

The person to contact at the Beneficial Owner or its Agent Member and the related contact information are as follows:

Name: ________________________________________

Telephone No: _________________________________

Email address: _________________________________

The Beneficial Owner or its Agent Member acknowledges and agrees that the Person or Persons to whom or to whose order the Purchase Price of the tendered VRRM-MFP Shares is to be paid is/are the same as identified above.

2.    The undersigned acknowledges the obligation of the tendering Beneficial Owner to deliver the VRRM-MFP Shares that are the subject of this Tender Notice on or before 11:00 a.m., New York City time on the Purchase Date, and, in accordance with such obligation, the undersigned hereby undertakes to deliver or to cause to be delivered the VRRM-MFP Shares being sold [directly] or [through an Agent Member ] to the Remarketing Agent, through the “funds against delivery” procedures of the Securities Depository, no later than 11:00 a.m., New York City time, on the Purchase Date. The undersigned hereby also assigns and transfers and directs the Securities Depository or its nominee or the Remarketing Agent to transfer the tendered VRRM-MFP Shares to the purchaser in accordance with the procedures described in the Supplement, and otherwise according to the Securities Depository’s procedures, in exchange for the payment of the Purchase Price thereof on the Purchase Date.

3.    The undersigned confirms its agreement that it hereby transfers to the purchaser of the VRRM-MFP Shares tendered pursuant to this Tender Notice the right to receive from the Fund any dividends declared and unpaid for each day prior to the purchaser becoming the Beneficial Owner of the VRRM-MFP Shares in exchange for payment of the Purchase Price for such VRRM-MFP Share by the purchaser.

4.    The undersigned hereby represents and warrants for the benefit of the Remarketing Agent, the Fund and the Calculation and Paying Agent, that the undersigned has full power and authority to tender, exchange, assign and transfer the VRRM-MFP Shares to be

tendered hereby, and that the transferee will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are tendered.

5.    The undersigned acknowledges that this Tender Notice is irrevocable and effective upon the receipt by the Remarketing Agent.

6.    Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement.

Dated:    __________________________

[Complete applicable signature block below.]

___________________________________

Print name of Beneficial Owner

By: ________________________________

Name:

Title:

[OR]

___________________________________

Print name of Agent Member

By: ________________________________

Name:

Title:

SCHEDULE 1

TENDER NOTICE DELIVERY INFORMATION FOR

THE REMARKETING AGENT

This Tender Notice must be delivered by the Beneficial Owner or its Agent Member to Barclays Capital Inc. (the “Remarketing Agent”) by email transmission at the email address listed below or such other email address as the Remarketing Agent shall designate (or, if email transmission shall be unavailable, by facsimile transmission to the fax number listed below or such other fax number as the Remarketing Agent will designate) at or prior to 5:00 p.m., New York City time, on any Business Day. If this Tender Notice is delivered after 5:00 p.m., New York City time, it will be deemed to have been received by the Remarketing Agent on the next succeeding Business Day, and the Purchase Date will be postponed accordingly by one Business Day:

Attention: Municipal Short Term Trading

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Phone: 212-528-1011

Email: MuniShortTerm@barclays.com

This Tender Notice will not be deemed to be delivered unless and until the Remarketing Agent actually receives it by the above-described means.

Exhibit B – Form of Remarketing Notice

TO [BENEFICAL OWNERS] [HOLDERS] OF

SERIES B MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE
REMARKETED MODE (“VRRM-MFP SHARES”)

OF NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE “FUND”)

REMARKETING NOTICE

[Date]

Pursuant to [Section 2(d)] [Section 2(e)] [Section 2(f)] of the Remarketing Agreement dated March 7, 2019 (the “Remarketing Agreement”), by and among Nuveen AMT-Free Municipal Credit Income Fund, a closed-end investment company organized as a Massachusetts business trust, Nuveen Fund Advisors, LLC, a registered investment adviser and wholly-owned subsidiary of Nuveen Investments, Inc., and Barclays Capital Inc., a Connecticut corporation (the “Remarketing Agent”), the undersigned Remarketing Agent hereby notifies you of the following information regarding the remarketing of the VRRM-MFP Shares as of the date hereof:

1.    Information regarding the VRRM-MFP Shares is as follows:

VRRM-MFP Shares Series: B

CUSIP number: 67071L 825

2.    Remarketing Results:

Populate fields in the applicable section; delete inapplicable sections.

[For Optional Tenders]

[For Mandatory Tenders]

[For Transition to a New Mode]

(i)    A purchaser or purchasers have been identified for the purchase of all of the VRRM-MFP Shares on the New Mode Commencement Date.

3.    Capitalized terms used herein will have the meanings given to them in or by reference to the Remarketing Agreement.

BARCLAYS CAPITAL INC.,

as Remarketing Agent

By:                                                          

Name:

Title:

Cc:    The Bank of New York Mellon

    Nuveen AMT-Free Municipal Credit Income Fund

Exhibit C – Form of Failed Remarketing Notice

TO HOLDERS OF

SERIES B MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE
REMARKETED MODE (“VRRM-MFP SHARES”) OF

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE “FUND”)

CUSIP NO. 67071L 825 ^*

FAILED REMARKETING NOTICE

In accordance with the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares effective March 7, 2019 (the “Statement”), as modified with respect to the Variable Rate Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares effective March 7, 2019, as amended, revised or supplemented from time to time (the “Supplement”), the Fund hereby notifies Holders that:

Retain only the applicable section; delete inapplicable sections.

[For Optional Tender]

A Failed Remarketing Event has occurred with respect to Tendered VRRM-MFP Shares optionally tendered for remarketing. All Tendered VRRM-MFP Shares shall be retained by their respective Beneficial Owners.

[For Mandatory Tender]

A Failed Remarketing Event has occurred with respect to a mandatory tender of all Outstanding VRRM-MFP Shares for remarketing. All VRRM-MFP Shares shall be retained by their respective Holders.

[For Transition to New Mode]

A Failed Remarketing Event has occurred with respect to a mandatory tender of all Outstanding VRRM-MFP Shares for transition to a new Mode on the New Mode Commencement Date. All VRRM-MFP Shares shall be retained by their respective Holders. By not later than the Business Day immediately following the occurrence of the Failed Remarketing Event, the Fund will make an election, and provide a Failed Transition Election Notice in writing by Electronic Means to the Holders, the Remarketing Agent and the Calculation and Paying Agent, to either (i) cancel the attempted transition to a new Mode or (ii) continue to attempt to transition to a new Mode.

The Failed Remarketing Event [commences] [continues] a Failed Remarketing Period. During the Failed Remarketing Period, the Remarketing Agent will no longer determine the Regular Dividend Rate on a daily basis; dividends on all VRRM-MFP Shares will be payable at the Step-Up Dividend Rate (as determined by the Remarketing Agent commencing on the date of the Failed Remarketing Event); the right of Beneficial Owners to make optional tenders of their MuniFund Preferred Shares for remarketing is suspended; and all of the Outstanding VRRM-MFP Shares is subject to mandatory tender for remarketing. All Outstanding VRRM-MFP Shares are subject to mandatory redemption on [●] (the “Failed Remarketing Mandatory Redemption Date”).

This notice will be conclusively presumed to have been duly given, whether or not the Holders or Beneficial Owners receive this notice.

Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement.

Dated:                                                      

Cc:    The Bank of New York Mellon

Nuveen AMT-Free Municipal Credit Income Fund

Exhibit D – Form of Retention Notice

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) (THE “FUND”)

SERIES B MUNIFUND PREFERRED SHARES IN THE VARIABLE RATE
REMARKETED MODE (“VRRM-MFP SHARES”)

CUSIP No. 67071L 825 ^*

RETENTION NOTICE

TO: BARCLAYS CAPITAL INC., as Remarketing Agent

Further to the Remarketing Notice dated [●] (the “Remarketing Notice”) all VRRM-MFP Shares will be subject to mandatory tender for purchase at a price equal to [●] (the “Purchase Price”) on [●] (the “Remarketing Date”).

As set forth in the Fund’s Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares effective March 7, 2019 (the “Statement”), as modified with respect to the Variable Rate Remarketed Mode (the Initial Mode) by the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Series B MuniFund Preferred Shares Initially Designating the Variable Rate Remarketed Mode for the Series B MuniFund Preferred Shares effective March 7, 2019, as amended, revised or supplemented from time to time (the “Supplement”), any Beneficial Owner of a VRRM-MFP Share that is not a Tendered VRRM-MFP Share that was part of the Failed Remarketing Event to which the Remarketing Notice relates, as determined by the Remarketing Agent, may deliver written notice to the Remarketing Agent and the Calculation and Paying Agent by Electronic Means at least three Business Days prior to the Remarketing Date that it wishes to retain its VRRM-MFP Shares (each such Beneficial Owner, a “Retaining Beneficial Owner”).

On the Remarketing Date, the VRRM-MFP Shares held by each Retaining Beneficial Owner will be subject to mandatory tender and repurchased by the Retaining Beneficial Owner at a price equal to the Purchase Price on the Remarketing Date.

For purposes of the foregoing, the undersigned Beneficial Owner of VRRM-MFP Shares hereby provides notice of its wish to retain VRRM-MFP Shares of which it is Beneficial Owner, in the following amount: [●] . The undersigned person electing to retain its VRRM-MFP Shares represents that it is the Beneficial Owner of the number of VRRM-MFP Shares set forth above, and such number constitutes all of the VRRM-MFP Shares owned by the undersigned.

Terms used herein and not otherwise defined will have the meanings given to such terms in the Supplement.

Dated:                                                          

           Nuveen AMT-Free Municipal Credit Income Fund