EX-99.(G)(3) 9 ex99-g3.htm CONTINUANCE AND AMENDMENT OF INVESTMENT MANAGEMENT AGREEMENT

Nuveen California Quality Municipal Income Fund N-2ASR

Exhibit 99(g)(3)

Appendix D

MEMORIALIZATION OF CHANGES

TO THE COMPLEX-LEVEL FEE IN

NUVEEN OPEN-END AND CLOSED-END FUND

INVESTMENT MANAGEMENT AGREEMENTS

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

W I T N E S S E T H

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

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

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

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

Complex-Level Asset Breakpoint Level |  | Complex-Level Fee Rate at Breakpoint Level
For the first $124.3 billion |  | 0.1600%
For the next $75.7 billion |  | 0.1350%
For the next $200 billion |  | 0.1325%
For amounts over $400 billion |  | 0.1300%

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

Effective Date | Percent of Eligible TAL-Advised Fund Assets Included as Complex-Level Assets
May 1, 2024 | 11.00%
May 1, 2025 | 21.00%
May 1, 2026 | 31.00%
May 1, 2027 | 41.00%
May 1, 2028 | 51.00%
May 1, 2029 | 61.00%
May 1, 2030 | 71.00%
May 1, 2031 | 81.00%
May 1, 2032 | 91.00%
May 1, 2033 | 100.00%

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

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

| ALL NUVEEN FUNDS LISTED ON EXHIBIT A

| by: | /s/ Mark Czarniecki |
|  | Vice President |

Attest: | /s/ Celeste Clayton |

| NUVEEN FUND ADVISORS, LLC

| by: | /s/ John M. McCann |
|  | Managing Director |

Attest: | /s/ Celeste Clayton |

EXHIBIT A

As of May 1, 2024

NUVEEN OPEN-END MUTUAL FUNDS

NUVEEN MUNICIPAL TRUST

Nuveen All-American Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen Short Duration High Yield Municipal Bond Fund

Nuveen Strategic Municipal Opportunities Fund

NUVEEN MULTISTATE TRUST I

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Maryland Municipal Bond Fund

Nuveen New Mexico Municipal Bond Fund

Nuveen Pennsylvania Municipal Bond Fund

Nuveen Virginia Municipal Bond Fund

NUVEEN MULTISTATE TRUST II

Nuveen California Municipal Bond Fund

Nuveen California High Yield Municipal Bond Fund

Nuveen Connecticut Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund

Nuveen New Jersey Municipal Bond Fund

Nuveen New York Municipal Bond Fund

NUVEEN MULTISTATE TRUST III

Nuveen Georgia Municipal Bond Fund

Nuveen Louisiana Municipal Bond Fund

Nuveen North Carolina Municipal Bond Fund

NUVEEN MULTISTATE TRUST IV

Nuveen Kansas Municipal Bond Fund

Nuveen Kentucky Municipal Bond Fund

Nuveen Michigan Municipal Bond Fund

Nuveen Missouri Municipal Bond Fund

Nuveen Ohio Municipal Bond Fund

Nuveen Wisconsin Municipal Bond Fund

NUVEEN INVESTMENT TRUST

Nuveen Global Equity Income Fund

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

Nuveen Multi Cap Value Fund

Nuveen Small/Mid Cap Value Fund

Nuveen Small Cap Value Opportunities Fund

NUVEEN INVESTMENT TRUST II

Nuveen Equity Long/Short Fund

Nuveen International Value Fund

Nuveen Dividend Growth Fund

Nuveen Global Dividend Growth Fund

Nuveen International Dividend Growth Fund

Nuveen International Small Cap Fund

Nuveen Winslow Large-Cap Growth ESG Fund

NUVEEN INVESTMENT TRUST III

Nuveen Floating Rate Income Fund

Nuveen High Yield Income Fund

NUVEEN INVESTMENT TRUST V

Nuveen Global Real Estate Securities Fund

Nuveen Flexible Income Fund

Nuveen Preferred Securities and Income Fund

NUVEEN INVESTMENT FUNDS, INC.

Nuveen Dividend Value Fund

Nuveen Global Infrastructure Fund

Nuveen Credit Income Fund

Nuveen Large Cap Select Fund

Nuveen Mid Cap Growth Opportunities Fund

Nuveen Mid Cap Value Fund name change to Nuveen Mid Cap Value 1 Fund eff. 5/1/24

Nuveen Minnesota Intermediate Municipal Bond Fund

Nuveen Minnesota Municipal Bond Fund

Nuveen Nebraska Municipal Bond Fund

Nuveen Oregon Intermediate Municipal Bond Fund

Nuveen Real Asset Income Fund

Nuveen Real Estate Securities Fund

Nuveen Short Term Municipal Bond Fund

Nuveen Small Cap Growth Opportunities Fund

Nuveen Small Cap Select Fund

Nuveen Small Cap Value Fund

Nuveen Strategic Income Fund

NUVEEN CLOSED-END FUNDS | TICKER SYMBOL
Nuveen Municipal Value Fund, Inc. |  | NUV
Nuveen California Municipal Value Fund |  | NCA
Nuveen New York Municipal Value Fund |  | NNY
Nuveen Municipal Income Fund, Inc. |  | NMI
Nuveen AMT-Free Municipal Value Fund |  | NUW
Nuveen Select Maturities Municipal Fund |  | NIM
Nuveen Select Tax-Free Income Portfolio |  | NXP
Nuveen California Select Tax-Free Income Portfolio |  | NXC
Nuveen New York Select Tax-Free Income Portfolio |  | NXN
Nuveen Real Estate Income Fund |  | JRS
Nuveen Preferred & Income Opportunities Fund |  | JPC
Nuveen Credit Strategies Income Fund |  | JQC
Nuveen S&P 500 Buy-Write Income Fund |  | BXMX
Nuveen S&P 500 Dynamic Overwrite Fund |  | SPXX
Nuveen Core Equity Alpha Fund |  | JCE
Nuveen Mortgage and Income Fund f/k/a Nuveen Mortgage Opportunity Term Fund |  | JLS
Nuveen Taxable Municipal Income Fund f/k/a Nuveen Build America Bond Fund (11/19/18) |  | NBB
Nuveen Real Asset Income and Growth Fund |  | JRI
Nuveen Preferred and Income Term Fund |  | JPI
Nuveen Multi-Market Income Fund |  | JMM
Nuveen Global High Income Fund |  | JGH
Nuveen Dow 30SM Dynamic Overwrite Fund |  | DIAX
Nuveen NASDAQ 100 Dynamic Overwrite Fund |  | QQQX
Nuveen Core Plus Impact Fund |  | NPCT
Nuveen Multi-Asset Income Fund |  | NMAI
Nuveen Variable Rate Preferred & Income Fund |  | NPFD
Nuveen Floating Rate Income Fund |  | JFR
Nuveen Pennsylvania Quality Municipal Income Fund |  | NQP
Nuveen Arizona Quality Municipal Income Fund |  | NAZ
Nuveen Massachusetts Quality Municipal Income Fund |  | NMT
Nuveen Virginia Quality Municipal Income Fund |  | NPV
Nuveen Missouri Quality Municipal Income Fund |  | NOM
Nuveen California Quality Municipal Income Fund |  | NAC
Nuveen New York Quality Municipal Income Fund |  | NAN
Nuveen Quality Municipal Income Fund |  | NAD
Nuveen New Jersey Quality Municipal Income Fund |  | NXJ
Nuveen Municipal Credit Income Fund |  | NZF
Nuveen AMT-Free Municipal Credit Income Fund |  | NVG
Nuveen AMT-Free Quality Municipal Income Fund |  | NEA
Nuveen California AMT-Free Quality Municipal Income Fund |  | NKX
Nuveen New York AMT-Free Quality Municipal Income Fund |  | NRK
Nuveen Municipal High Income Opportunity Fund |  | NMZ
Nuveen Minnesota Quality Municipal Income Fund |  | NMS
Nuveen Municipal Credit Opportunities Fund |  | NMCO
Nuveen Dynamic Municipal Opportunities Fund |  | NDMO

NUVEEN INTERVAL FUND

Nuveen Enhanced High Yield Municipal Bond Fund