SERIES 2 VARIABLE RATE DEMAND PREFERRED SHARES (VRDP) ADJUSTABLE RATE SPECIAL RATE PERIOD PURCHASE AGREEMENT

CONTENTS

SECTION

PAGE

ARTICLE I  DEFINITIONS

1

1.1

Incorporation of Certain Definitions by Reference

5

ARTICLE II  PURCHASE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEES

5

2.1

Purchase and Transfer of the Series 2 VRDP Shares

5

2.2

Purchase Obligation

5

2.3

Operating Expenses; Fees

6

2.4

Additional Fee for Failure to Comply with Reporting Requirement

6

ARTICLE III  CONDITIONS TO EFFECTIVE DATE

6

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE FUND

7

4.1

Existence

7

4.2

Authorization; Contravention

8

4.3

Binding Effect

8

4.4

Financial Information

8

4.5

Litigation

8

4.6

Consents

8

4.7

Incorporation of Additional Representations and Warranties

9

4.8

Complete and Correct Information

9

4.9

Remarketing Memorandum

9

4.10

1940 Act Registration

9

4.11

Effective Leverage Ratio; Asset Coverage

9

4.12

Investment Policies

9

4.13

Credit Quality

9

4.14

Due Diligence

10

4.15

Certain Fees

10

4.16

Capitalization

10

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

10

5.1

Existence

10

5.2

Authorization; Contravention

10

5.3

Binding Effect

10

5.4

Own Account

11

5.5

Litigation

11

5.6

Consents

11

5.7

Purchaser Status

11

5.8

Experience of the Purchaser

11

5.9

Certain Transactions

11

5.10

Access to Information

11

5.11

Due Diligence

11

5.12

Certain Fees

12

ARTICLE VI  COVENANTS OF THE FUND

12

6.1

Information

12

6.2

No Amendment or Certain Other Actions Without Consent of the Purchaser

14

6.3

Maintenance of Existence

14

6.4

Tax Status of the Fund

14

6.5

Payment Obligations

14

6.6

Compliance With Law

14

6.7

Maintenance of Approvals: Filings, Etc.

15

6.8

Inspection Rights

15

6.9

Litigation, Etc.

15

6.10

1940 Act Registration

15

6.11

Eligible Assets

15

6.12

Credit Quality

16

6.13

Maintenance of Effective Leverage Ratio

16

6.14

Tender and Paying Agent

16

6.15

Cooperation in the Sale of the Series 2 VRDP Shares

16

6.16

[Reserved]

16

6.17

Securities Depository

16

6.18

Future Agreements

17

ARTICLE VII  MISCELLANEOUS

17

7.1

Notices

17

7.2

No Waivers

18

7.3

Expenses and Indemnification

18

7.4

Amendments and Waivers

20

7.5

Successors and Assigns

20

7.6

Term of this Agreement

20

7.7

Governing Law

21

7.8

Waiver of Jury Trial

21

7.9

Counterparts

21

7.1

Beneficiaries

21

7.11

Entire Agreement

21

7.12

Relationship to the Statement and Supplement

21

7.13

Confidentiality

21

7.14

Severability

22

7.15

Consent Rights of the Majority Participants to Certain Actions

22

7.16

Disclaimer of Liability of Officers, Trustees and Shareholders.

23

7.17

Transition Remarketing

24

SCHEDULE 1

26

EXHIBIT A

FORMS OF OPINIONS OF COUNSEL FOR THE ISSUER

27

EXHIBIT A-1

FORM OF CORPORATE AND 1940 ACT OPINION

28

EXHIBIT A-2

FORM OF TAX OPINION

29

EXHIBIT A-3

FORM OF LOCAL COUNSEL OPINION

30

EXHIBIT A-4

FORM OF OPINION OF COUNSEL FOR THE TENDER AND PAYING AGENT

31

EXHIBIT B

ELIGIBLE ASSETS

32

EXHIBIT C

TRANSFEREE CERTIFICATE

35

EXHIBIT D

INFORMATION TO BE PROVIDED BY THE ISSUER

40

EXHIBIT E

CAPITALIZATION

41

ANNEX A

ADDITIONAL REPRESENTATIONS AND WARRANTIES

42

1.1

Incorporation of Certain Definitions by Reference

2.1

Purchase and Transfer of the Series 2 VRDP Shares

(a)

On the Effective Date, the Purchaser will acquire 2,622 of the Series 2 VRDP Shares sold by the Seller to the Purchaser in a transaction (which, based upon the representations of the Fund and the Purchaser herein, is exempt from registration under the Securities Act) by payment of the Purchase Price in immediately available funds to the Seller through the account of its agent at the Securities Depository.

(b)

The Purchaser agrees that it may make offers and sales of the Series 2 VRDP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are both: (1)(i) Persons that it reasonably believes are QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange ("Closed-End Funds"), bank entities that are 100% direct or indirect subsidiaries of banks' publicly traded parent holding companies (collectively, "Banks"), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicles in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund; and (2) Persons that are either (i) not a Nuveen Person or (ii) a Nuveen Person, provided that (x) such Nuveen Person would, after such sale and transfer, own not more than 20% of the Outstanding Series 2 VRDP Shares, or (y) the prior written consent of the Fund and the Majority Participants has been obtained.  Any transfer in violation of the foregoing restrictions shall be void ab initio.  In connection with any transfer of the Series 2 VRDP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C.  For all purposes under this Agreement, the Statement and the Notice, the Fund shall be deemed to have notice only of any transfer for which a transferee certificate as set forth in Exhibit C is delivered in accordance with the notice provision of Section 7.1.

2.2

Purchase Obligation

2.3

Operating Expenses; Fees

(a)

The Fund shall pay amounts due to be paid by it hereunder (including any incidental expenses but not including redemption or dividend payments on the Series 2 VRDP Shares) as operating expenses.

(b)

On the Effective Date, the Fund shall pay up to $40,000 of the fees and expenses of the Purchaser's outside counsel in connection with (i) the negotiation and documentation of the transactions contemplated by this Agreement and (ii) the initial organization and set up of a voting trust to be formed with respect to the Series 2 VRDP Shares (the "Voting Trust").

(c)

With respect to the fees and expenses described in subsection (b) of this Section 2.3, the Fund will pay such fees and expenses within thirty (30) days of receipt of the associated invoice.

2.4

Additional Fee for Failure to Comply with Reporting Requirement

(a)

this Agreement shall have been duly executed and delivered by the parties hereto;

(b)

the Series 2 VRDP Shares shall have a long-term issue credit rating of AAA from Fitch and a long-term credit rating of Aa2 from Moody's on the Effective Date;

(c)

receipt by the Purchaser of executed originals, or copies certified by a duly authorized officer of the Fund to be in full force and effect and not otherwise amended, of all Related Documents, as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto;

(d)

receipt by the Purchaser of opinions of counsel for the Fund, substantially to the effect of Exhibits ▇-▇, ▇-▇ and A-3;

(e)

receipt by the Purchaser of an opinion of counsel for the Tender and Paying Agent substantially to the effect of Exhibit A-4;

(f)

except as disclosed in the Remarketing Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);

(g)

the fees and expenses and all other amounts payable on the Effective Date pursuant to Section 2.3 shall have been paid upon receipt of an invoice;

(h)

the Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;

(i)

there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it deems relevant; and

(j)

there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as the Purchaser may have requested relating to the Fund's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby.

4.1

Existence

4.2

Authorization; Contravention

4.3

Binding Effect

4.4

Financial Information

4.5

Litigation

4.6

Consents

4.7

Incorporation of Additional Representations and Warranties

4.8

Complete and Correct Information

4.9

Remarketing Memorandum

4.10

1940 Act Registration

4.11

Effective Leverage Ratio; Asset Coverage

4.12

Investment Policies

4.13

Credit Quality

4.14

Due Diligence

4.15

Certain Fees

4.16

Capitalization

5.1

Existence

5.2

Authorization; Contravention

5.3

Binding Effect

5.4

Own Account

5.5

Litigation

5.6

Consents

5.7

Purchaser Status

5.8

Experience of the Purchaser

5.9

Certain Transactions

5.10

Access to Information

5.11

Due Diligence

5.12

Certain Fees

6.1

Information

(a)

as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission (the "SEC"), each annual and semi-annual report prepared with respect to the Fund, which delivery may be made by the electronic availability of any such document on the SEC's website or another public website;

(b)

notice of any change in (including being put on Credit Watch or Watchlist), or suspension or termination of, the ratings on the Series 2 VRDP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the Series 2 VRDP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the Series 2 VRDP Shares, as promptly as practicable upon the occurrence thereof;

(c)

notice of any redemption or other repurchase of any or all of the Series 2 VRDP Shares as provided in the Notice;

(d)

notice of any proposed amendments to any of the Related Documents at such time as the amendments are sent to other parties whose approval is required for such amendment and in any event not less than ten (10) Business Days prior to the effectiveness of any proposed amendment and copies of all actual amendments thereto within five (5) Business Days of being signed or, in each case, as provided in the relevant document;

(e)

notice of any missed, reduced or deferred dividend payment on the Series 2 VRDP Shares that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

(f)

notice of the failure to make any deposit provided for under Section 2.4(d) of the Notice in respect of a properly noticed redemption as soon as reasonably practicable, but in no event later than two (2) Business Days after discovery of such failure to make any such deposit;

(g)

notice of non-compliance with the Rating Agency Guidelines (if applicable) for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

(h)

notice one (1) Business Day in advance of the relevant Dividend Reset Period of the inclusion of any net capital gains or ordinary income for regular federal income tax purposes in any dividend on the Series 2 VRDP Shares;

(i)

notice of any change to any investment adviser or sub-adviser of the Fund within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser;

(j)

notice of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after the mailing thereof;

(k)

notice one (1) Business Day after the occurrence thereof of (i) the failure of the Fund to pay the amount due on any "senior securities" (as defined under the ▇▇▇▇ ▇▇▇) or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; (ii) the failure of the Fund to pay, or the Fund admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Fund to pay accumulated dividends on any Preferred Shares ranking pari passu with the Series 2 VRDP Shares, and any period of grace or cure with respect thereto shall have expired;

(l)

notice of a material breach of any representation, warranty or covenant of the Fund contained in this Agreement, the Statement or the Notice, in each case, only if any officer of the Fund has actual knowledge of such breach as soon as reasonably practicable, but in no event later than five (5) days, after knowledge of any officer of the Fund or the Investment Adviser thereof;

(m)

notice of any litigation, administrative proceeding or business development which may reasonably be expected to materially adversely affect the Fund's business, properties or affairs or the ability of the Fund to perform its obligations as set forth hereunder or under any of the other Related Documents to which it is a party or by which it is bound as soon as reasonably practicable, but in no event later than ten (10) days, after knowledge of any officer of the Fund or the Investment Adviser thereof;

(n)

upon request of the Purchaser, copies of any material that the Fund has delivered to each Rating Agency which is then rating the Series 2 VRDP Shares at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable following receipt of such request;

(o)

within two (2) Business Days after the fifteenth (15th) and last days of each month (each a "Reporting Date"), a report of portfolio holdings of the Fund as of each such Reporting Date, prepared on a basis substantially consistent with the periodic reports of portfolio holdings of the Fund prepared for financial reporting purposes;

(p)

within two (2) Business Days after the fifteenth (15th) and last days of each month, the information set forth in Exhibit D to this Agreement and a calculation of the Effective Leverage Ratio and the Asset Coverage of the Fund as of the close of business of each Business Day since the date of the last report issued pursuant to this Section 6.1(p); and upon the failure of the Fund to maintain Asset Coverage as provided in Section 2.3(a) of the Notice or the Effective Leverage Ratio as required by Section 2.3(c) of the Notice, notice of such failure within one (1) Business Day of the occurrence thereof; and

(q)

from time to time such additional information regarding the financial position, results of operations or prospects of the Fund as the Purchaser may reasonably request including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Fund as soon as reasonably practicable, but in no event later than ten (10) days after a request.

6.2

No Amendment or Certain Other Actions Without Consent of the Purchaser

6.3

Maintenance of Existence

6.4

Tax Status of the Fund

6.5

Payment Obligations

6.6

Compliance With Law

6.7

Maintenance of Approvals: Filings, Etc.

6.8

Inspection Rights

6.9

Litigation, Etc.

6.10

1940 Act Registration

6.11

Eligible Assets

6.12

Credit Quality

6.13

Maintenance of Effective Leverage Ratio

6.14

Tender and Paying Agent

6.15

Cooperation in the Sale of the Series 2 VRDP Shares

6.16

[Reserved]

6.17

Securities Depository

6.18

Future Agreements

7.1

Notices

(a)

if to the Fund:

(b)

if to the Purchaser:

7.2

No Waivers

(a)

The obligations of the Fund hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, the Series 2 VRDP Shares or any other Related Document).  The rights of the Purchaser hereunder are separate from and in addition to any rights that any Holder or Beneficial Owner of any Series 2 VRDP Share may have under the terms of such Series 2 VRDP Share or any other Related Document or otherwise.

(b)

No failure or delay by the Fund or the Purchaser in exercising any right, power or privilege hereunder or under the Series 2 VRDP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  No failure or delay by the Fund or the Purchaser in exercising any right, power or privilege under or in respect of the Series 2 VRDP Shares or any other Related Document shall affect the rights, powers or privileges of the Fund or the Purchaser hereunder or shall operate as a limitation or waiver thereof.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

7.3

Expenses and Indemnification

(a)

The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement.  The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

(b)

The Fund agrees to indemnify and hold harmless the Purchaser and each other Indemnified Person of the Purchaser from and against any losses, claims, damages, liabilities and reasonable out‑of‑pocket expenses incurred by them (including reasonable fees and disbursements of outside counsel) that are related to or arise out of (A) any material misstatements or any material statements omitted to be made in the Remarketing Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the remarketing of the Series 2 VRDP Shares for purchase by the Purchaser on the date hereof, or the holding of the Series 2 VRDP Shares by the Purchaser (x) that the Purchaser aided and abetted a breach of a fiduciary duty by the Fund or any director or officer of the Fund or (y) arising from any act by the Fund or any director or officer of the Fund (excluding in any such case from clauses (A) or (B), claims, losses, liabilities or expenses arising out of or resulting from the gross negligence or willful misconduct of any Indemnified Person as determined by a court of competent jurisdiction).

(c)

The indemnifying party also agrees that if any indemnification sought by an Indemnified Person pursuant to this Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then the indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, liabilities, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Fund on the one hand and the Purchaser on the other hand from the actual or proposed transactions giving rise to or contemplated by this Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Fund on the one hand and the Purchaser on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of the Purchaser and its Indemnified Persons to all losses, claims, damages, liabilities and expenses with respect to which contributions are available hereunder will not exceed the amount of dividends actually received by the Purchaser from the Fund pursuant to the proposed transactions giving rise to this Agreement.  For purposes of determining the relative benefits to the Fund on the one hand, and the Purchaser on the other, under the proposed transactions giving rise to or contemplated by this Agreement, such benefits shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Fund pursuant to the transactions, whether or not consummated bears to (ii) the dividends and Optional Redemption Premium, if any, paid by the Fund to the Purchaser in connection with the proposed transactions giving rise to or contemplated by this Agreement.  The relative fault of the parties shall be determined by reference to, among other things, whether the actions taken or omitted to be taken in connection with the proposed transactions contemplated by this Agreement (including any misstatement of a material fact or the omission to state a material fact) relates to information supplied by the Fund on the one hand, or the Purchaser on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, misstatement or alleged omission, and any other equitable considerations appropriate in the circumstances.  No Person found liable for a fraudulent misrepresentation shall be entitled to contribution from any Person who is not also found liable for such fraudulent misrepresentation.  The indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise.

(d)

If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Person proposes to demand indemnification, it shall notify the indemnifying party with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder (except to the extent that the indemnifying party is materially prejudiced by such failure to promptly notify).  The indemnifying party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Person.  The Indemnified Person shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person in accordance with the preceding sentence or (ii) the Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the indemnifying party and such Indemnified Person, including situations in which one or more legal defenses may be available to such Indemnified Person that are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons of such other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated by the indemnifying party.

(e)

Nothing in this Section 7.3 is intended to limit either party's obligations contained in other parts of this Agreement or the Series 2 VRDP Shares.

7.4

Amendments and Waivers

7.5

Successors and Assigns

7.6

Term of this Agreement

7.7

Governing Law

7.8

Waiver of Jury Trial

7.9

Counterparts

7.10

Beneficiaries

7.11

Entire Agreement

7.12

Relationship to the Statement and Notice

7.13

Confidentiality

7.14

Severability

7.15

Consent Rights of the Majority Participants to Certain Actions

(a)

The termination by the Fund of any Rating Agency or the selection of any other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the Series 2 VRDP Shares.

(b)

The Fund issuing or suffering to exist any other "senior security" (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants), except (i) the Series 1 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series A MuniFund Preferred Shares, the Series B MuniFund Preferred Shares and the Series C MuniFund Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in the future by the Fund as permitted by the Statement and the Notice, (ii) senior securities consisting of Preferred Shares or indebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 2 VRDP Shares, and the payment of costs incurred in connection therewith, provided, that the amount of Preferred Shares being issued may be rounded up to the nearest $1,000,000 aggregate liquidation preference, and (iii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "senior security" is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such "senior security" or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof.

(c)

The Fund (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration, except as permitted by the Declaration or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledges or security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within five Business Days of receiving notice of the existence thereof.

(d)

Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the Series 2 VRDP Shares differently from, and adversely relative to, the rights of the holders of the Common Shares.

(e)

Approval of any action to be taken pursuant to Sections 2.4(g) and 2.14 of the Notice.

7.16

Disclaimer of Liability of Officers, Trustees and Shareholders.

7.17

Transition Remarketing

2,622 Nuveen Municipal Credit Income Fund Series 2 VRDP Shares with a Liquidation Preference of $100,000 per share.

All assets in the Fund consist of "Eligible Assets", defined to consist only of the following as of the time of investment:

Debt obligations

it is registered under the Securities Act;

it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or

it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and

the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected.

it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or

it is for long-term or short-term financing purposes.

Derivatives

Interest rate derivatives;

Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or

Credit default swaps.

Other Assets

Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser's assessment of the assets of each such investment company taking into account the investment company's most recent publicly available schedule of investments and publicly disclosed investment policies.

Cash.

Repurchase agreements on assets described in A above.

Assets not otherwise covered in A, B or C above that the Investment Adviser or the Sub-Adviser may determine are in the best interest of shareholders of the Fund to acquire in pursuing a workout arrangement with issuers (of the types described in A above) of defaulted obligations, including, but not limited to, loans to the defaulted issuer or another party pursuant to the workout arrangement, or a debt, equity or other interest in the defaulted issuer or other party.  The Fund agrees that it will only acquire equity securities pursuant to the foregoing provision that it reasonably expects at the time of acquisition to hold for a period not to exceed five years from the date of acquisition.

Other assets, upon written agreement of the Purchaser that such assets are eligible for purchase by the Purchaser.

The Investment Adviser has instituted policies and procedures that it believes are sufficient to ensure that the Fund and it comply with the representations, warranties and covenants contained in this Exhibit to the Agreement.

The Fund will, upon request, provide the Purchaser and its internal and external auditors and inspectors as the Purchaser may from time to time designate, with all reasonable assistance and access to information and records of the Fund relevant to the Fund's compliance with and performance of the representations, warranties and covenants contained in this Exhibit to the Agreement, but only for the purposes of internal and external audit.

1.

The Series 2 VRDP Shares conform in all material respects to the descriptions thereof contained in the Remarketing Memorandum.

2.

As of the Date of Original Issue, the Series 2 VRDP Shares satisfied the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Series 2 VRDP Shares are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

3.

The Fund has reasonable belief that any transfers of the Series 2 VRDP Shares will be limited to persons who are QIBs.

4.

Neither the Fund, nor any person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, nor will it, directly or indirectly, make offers or sales of any security or solicit offers to buy any security under circumstances that would require the registration of the Series 2 VRDP Shares under the Securities Act.

5.

If the Fund sets up a Bloomberg screen for the Series 2 VRDP Shares, the Fund will ensure that such Bloomberg screen includes the following (or similar) language:

·

the "Note Box" on the bottom of the "Security Display" page describing the Series 2 VRDP Shares will state: "Iss'd Under 144A."

·

the "Security Display" page will have flashing a red indicator "See Other Available Information."

·

the indicator will link to the "Additional Security Information" page, which will state that the securities "are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act)."

6.

The Fund has instructed or will instruct The Depository Trust Company ("DTC") to take these or similar steps with respect to the Series 2 VRDP Shares:

·

the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales are limited to QIBs.

7.

The Fund has confirmed that CUSIP has established a "fixed field" attached to the CUSIP number for the Series 2 VRDP Shares containing the "144A" indicator.

8.

The Fund has been duly formed and is validly existing and in good standing as a business trust under the laws of the Commonwealth of Massachusetts, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Remarketing Memorandum and 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 register or to qualify does not have a material adverse effect on the condition (financial or other), business, properties, net assets or results of operations of the Fund.  The Fund has no subsidiaries.

9.

The Fund's authorized equity capitalization is as set forth, or incorporated by reference, in the Remarketing Memorandum; the equity capital of the Fund conforms in all material respects to the description thereof contained, or incorporated by reference, in the Remarketing Memorandum; all outstanding Common Shares and Preferred Shares have been duly authorized and validly issued and are fully paid and nonassessable, except that as set forth in the Remarketing Memorandum, shareholders of a Massachusetts business trust may under certain circumstances be held personally liable for the obligations of the Fund; and, except as set forth in the Remarketing Memorandum, 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 capital stock of or ownership interests in the Fund are outstanding.

10.

The statements in the Remarketing Memorandum under the headings "Description of Series 2 VRDP Shares," "Certain Provisions in the Declaration of Trust and By-Laws" and "Certain U.S. Federal Income Tax Considerations" insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

11.

The Fund is duly registered under the 1940 Act as a closed-end management investment company; the Fund has made all the filings with the SEC that it is required to make under the 1940 Act and the rules and regulations thereunder (the "1940 Act Rules and Regulations") (each such filing, a "1940 Act Document"); each 1940 Act Document complies in all material respects with the requirements of the 1940 Act and the 1940 Act Rules and Regulations, and each 1940 Act Document did not at the time of filing with the SEC 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 the light of the circumstances under which they were made, not misleading.

12.

No consent, approval, authorization, filing with or order of any court or governmental agency or body is required by the Fund in connection with the transactions contemplated in this Agreement and the Tender and Paying Agent Agreement (collectively, the "Fund Agreements"), except such as have been made or obtained under the Securities Act, the 1940 Act, the rules and regulations of the Financial Industry Regulatory Authority, Inc. and the New York Stock Exchange.

13.

None of the execution, delivery or performance of any of the Fund Agreements, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the Fund pursuant to, (i) the Declaration, the Statement and the Notice of the Fund, or (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 Fund is a party or by which it is bound or to which its property is subject, or materially violates or will materially violate any material statute, law, rule, regulation, judgment, order or decree applicable to the Fund of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties.

14.

No holders of the Series 2 VRDP Shares have rights to the registration of such Series 2 VRDP Shares.

15.

The financial statements, together with related schedules and notes, included or incorporated by reference in the Remarketing Memorandum present fairly, in all material respects, the financial condition and results of operations of the Fund as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the 1940 Act and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and the other financial and statistical information and data included in the Remarketing Memorandum are accurately derived from such financial statements and the books and records of the Fund.

16.

The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

17.

The Fund is not in violation or default of any provision of its Declaration, the Statement or the Notice, or in material violation of (i) 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 it is a party or bound or to which its property is subject or (ii) any material statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties.

18.

Since the date as of which information is given in the Remarketing Memorandum, except as otherwise stated therein, (i) no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations of the Fund that would materially and adversely affect its ability to perform its obligations under this Agreement and the other Related Documents to which it is a party or by which it is bound and (ii) there have been no transactions entered into by the Fund which are material to the Fund other than those in the ordinary course of its business or as described or contemplated in the Remarketing Memorandum (and any amendment or supplement thereto).

19.

KPMG LLP, who have audited the financial statements of the Fund and delivered their report with respect to the audited financial statements included or incorporated by reference in the Remarketing Memorandum, is an independent registered public accounting firm with respect to the Fund within the meaning of the 1940 Act and the 1940 Act Rules and Regulations.

20.

The Fund's trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 of the 1940 Act Rules and 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 maybe necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, properties, net assets or results of operations of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Remarketing Memorandum (exclusive of any supplement thereto).

21.

The Fund possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Fund has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Remarketing Memorandum.

22.

The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act, the 1940 Act Rules and Regulations and the Code; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act and the 1940 Act Rules and Regulations; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Fund employs "internal controls over financial reporting" (as such term is defined in Rule 30a-3 under the ▇▇▇▇ ▇▇▇) and such internal controls over financial reporting are effective as required the 1940 Act and the 1940 Act Rules and Regulations.  The Fund is not aware of any material weakness in its internal controls over financial reporting.

23.

The Fund maintains "disclosure controls and procedures" (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures are effective as required under the 1940 Act and the 1940 Act Rules and Regulations.

24.

The Fund 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 a violation of federal securities laws or in stabilization or manipulation of the price of any security of the Fund to facilitate the resale of the Series 2 VRDP Shares, and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund.

25.

Each of the Amended and Restated Master Custodian Agreement between the Fund and State Street Bank and Trust Company dated as of July 15, 2015, the Investment Management Agreement between the Fund and the Investment Adviser dated as of April 11, 2016 (the "Management Agreement"), the Investment Sub-Advisory Agreement between the Investment Adviser and Nuveen Asset Management, LLC, a Delaware limited liability company, dated as of April 11, 2016 (the "Sub-Advisory Agreement"), the Transfer Agency and Service Agreement between the Fund, Computershare Inc. and Computershare Trust Company, N.A. dated as of June 15, 2017 and the Fund Agreements complies in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Investment Advisers Act of 1940, as amended (the "Advisers Act") and the rules and regulations thereunder (the "Advisers Act Rules and Regulations") and the Fund's trustees and the Fund's shareholders have approved the Management Agreement and Sub-Advisory Agreement in accordance with Sections 15 (a) and (c), respectively, of the 1940 Act.

26.

Except as set forth or incorporated by reference in the Remarketing Memorandum, no director of the Fund is an "interested person" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund.

27.

The conduct by the Fund of its business (as set forth or incorporated by reference in the Remarketing Memorandum) does not require it to be the owner, possessor or licensee of any patents, patent licenses, trademarks, service marks or trade names which it does not own, possess or license.

28.

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 have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Remarketing Memorandum) 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 and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Remarketing Memorandum; and the Fund has been and is currently in compliance with the requirements of Subchapter M of the Code to qualify as a regulated investment company under the Code.

29.

There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement.

30.

There is and has been no failure on the part of the Fund and any of the Fund's trustees or officers, in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith.

31.

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 under the ▇▇▇▇ ▇▇▇) by the Fund, including policies and procedures that provide oversight of compliance by each investment adviser and transfer agent of the Fund.

32.

The remarketing of the Series 2 VRDP Shares in the manner contemplated by the Remarketing Memorandum has been conducted in a manner by the Fund and its agents so as not to violate any applicable federal securities laws, including the 1940 Act and the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations, or any applicable state laws.