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Nuveen Enhanced High Yield Municipal Bond Fund, et al. – ‘N-2/A’ from 6/22/21 – ‘EX-99.P’

On:  Tuesday, 6/22/21, at 2:21pm ET   ·   Delayed-Release:  Filing  –  Release Delayed   ·   Accession #:  1193125-21-196046   ·   File #s:  811-23445, 333-231722

Previous ‘N-2’:  ‘N-2/A’ on 3/16/21   ·   Latest ‘N-2’:  This Filing   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/22/21  Nuveen Enhanced High Yield Mu… Fd N-2/A6/22/21   15:1.8M                                   Donnelley … Solutions/FA
          Nuveen Enhanced High Yield Municipal Bond Fund

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company   —   Form N-2   —   ICA’40   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2/A       Nuveen Enhanced High Yield Municipal Bond Fund      HTML   1.06M 
15: COVER       Comment-Response or Cover Letter to the SEC         HTML     10K 
 2: EX-99.A.4   Amendment to the Declaration of Trust               HTML     15K 
 3: EX-99.B.2   Amended and Restated By-Laws of Registrant          HTML    119K 
 4: EX-99.G.3   Amendment to the Investment Management Agreements   HTML     15K 
                Dated June 15, 2021                                              
 5: EX-99.H     Form of Distribution Agreement                      HTML     47K 
 6: EX-99.J.3   Amendment to the Custodian Agreement                HTML     29K 
 7: EX-99.K.2   Expense Reimbursement Agreement                     HTML     13K 
 8: EX-99.K.3   Multi-Class Plan of the Registrant                  HTML     20K 
 9: EX-99.K.4   Distribution and Servicing Plan for Class A Common  HTML     17K 
                Shares                                                           
10: EX-99.L.1   Opinion and Consent of Stradley Ronon Stevens &     HTML     10K 
                Young, LLP                                                       
11: EX-99.L.2   Opinion and Consent of Morgan, Lewis & Bockius LLP  HTML     17K 
12: EX-99.N     Consent of Pricewaterhousecoopers LLP               HTML      8K 
13: EX-99.P     Subscription Agreement                              HTML     15K 
14: EX-99.S     Powers of Attorney                                  HTML     32K 


‘EX-99.P’   —   Subscription Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Subscription Agreement  

Exhibit p

NUVEEN MUNICIPAL HIGH YIELD & SPECIAL SITUATIONS FUND

Subscription Agreement

This Agreement made this January 6, 2020 by and between Nuveen Municipal High Yield & Special Situations Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);

WITNESSETH:

WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed-end management investment company; and

WHEREAS, the Subscriber has been selected by the Fund’s Board of Trustees to serve as investment adviser to the Fund; and

WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund wishes to sell to the Subscriber, 10,000 institutional class common shares for a purchase price of $10.00 per share;

NOW THEREFORE, IT IS AGREED:

l.        The Subscriber subscribes for and agrees to purchase from the Fund 10,000 institutional class common shares for a purchase price of $10.00 per share. Subscriber agrees to make payment for these shares at such time as demand for payment may be made by an officer of the Fund.

2.        The Fund agrees to issue and sell said shares to Subscriber promptly upon its receipt of the purchase price.

3.        To induce the Fund to accept its subscription and issue the shares subscribed for, the Subscriber represents that it is informed as follows:

           (a) That the shares being subscribed for have not been and will not be registered under the Securities Act of l933 (“Securities Act”);

           (b) That the shares will be sold by the Fund in reliance on an exemption from the registration requirements of the Securities Act;


 

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           (c) That the Fund’s reliance upon an exemption from the registration requirements of the Securities Act is predicated in part on the representations and agreements contained in this Subscription Agreement;

           (d) That when issued, the shares will be “restricted securities” as defined in paragraph (a)(3) of Rule l44 of the General Rules and Regulations under the Securities Act (“Rule l44”) and cannot be sold or transferred by Subscriber unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available; and

           (e) That there do not appear to be any exemptions from the registration provisions of the Securities Act available to the Subscriber for resale of the shares. In the future, certain exemptions may possibly become available, including an exemption for limited sales in accordance with the conditions of Rule l44.

The Subscriber understands that a primary purpose of the information acknowledged in subparagraphs (a) through (e) above is to put it on notice as to restrictions on the transferability of the shares.

4.        To further induce the Fund to accept its subscription and issue the shares subscribed for, the Subscriber:

           (a) Represents and warrants that the shares subscribed for are being and will be acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distribution thereof; and

           (b) Agrees that any certificates representing the shares subscribed for may bear a legend substantially in the following form:

The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of l933 or any other federal or state securities law. These shares may not be offered for sale, sold or otherwise transferred unless registered under said securities laws or unless some exemption from registration is available.

5.    This Subscription Agreement and all of its provisions shall be binding upon the legal representatives, heirs, successors and assigns of the parties hereto.

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


 

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IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of the day and date first above written.

NUVEEN MUNICIPAL HIGH YIELD & SPECIAL SITUATIONS FUND

 

By:  

 

  /s/ Kevin J. McCarthy

 

     Kevin J. McCarthy

 

     Vice President

NUVEEN FUND ADVISORS, LLC

 

By:  

 

  /s/ Christopher M. Rohrbacher

 

     Christopher M. Rohrbacher

 

     Managing Director


Dates Referenced Herein

This ‘N-2/A’ Filing    Date    Other Filings
Filed on:6/22/21None on these Dates
1/6/20
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/28/23  Nuveen Enhanced High Yield Mu… Fd 486BPOS     7/28/23   12:3.2M                                   Donnelley … Solutions/FA
 7/29/22  Nuveen Enhanced High Yield Mu… Fd 486BPOS     7/29/22   11:1.8M                                   Donnelley … Solutions/FA
 5/27/22  Nuveen Enhanced High Yield Mu… Fd 486APOS                1:1.3M                                   Donnelley … Solutions/FA


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/21  Nuveen Enhanced High Yield Mu… Fd N-2/A       3/15/21   10:2.9M                                   Donnelley … Solutions/FA
12/19/19  Nuveen Enhanced High Yield Mu… Fd N-2/A                  5:1.5M                                   Donnelley … Solutions/FA
 5/23/19  Nuveen Enhanced High Yield Mu… Fd N-2                    4:1.3M                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-21-196046   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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