Exhibit 99.5

SECTION			PAGE
ARTICLE I DEFINITIONS			1
	1.1	Incorporation of Certain Definitions by Reference; Initial Series A VRM-MFP Shares Purchase Agreement and 2023 Additional Series A VRM-MFP Shares Purchase Agreement	5
ARTICLE II PURCHASE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEES			5
	2.1	Purchase and Transfer of the MFP Shares	5
	2.2	Consent	6
	2.3	Operating Expenses; Fees	6
	2.4	Additional Fee for Failure to Comply with Reporting Requirement	7
ARTICLE III CONDITIONS TO EFFECTIVE DATE			7
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND			8
	4.1	Existence	8
	4.2	Authorization; Contravention	8
	4.3	Binding Effect	8
	4.4	Financial Information	9
	4.5	Litigation	9
	4.6	Consents	9
	4.7	Incorporation of Additional Representations and Warranties	9
	4.8	Complete and Correct Information	9
	4.9	Memorandum	9
	4.10	1940 Act Registration	10
	4.11	Effective Leverage Ratio; Asset Coverage	10
	4.12	Eligible Assets	10
	4.13	[Reserved]	10
	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	11
	5.3	Binding Effect	11
	5.4	Own Account	11
	5.5	Litigation	11
	5.6	Consents	11
	5.7	The Purchaser’s Status	11
	5.8	Experience of the Purchaser	11
	5.9	Certain Transactions	12
	5.10	Access to Information	12
	5.11	Due Diligence	12
	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	15
	6.6	Compliance With Law	15
	6.7	Maintenance of Approvals: Filings, Etc.	15

	6.8	Inspection Rights	15
	6.9	Litigation, Etc.	15
	6.10	1940 Act Registration	16
	6.11	Eligible Assets	16
	6.12	[Reserved]	16
	6.13	Other Portfolio Investment Covenants	16
	6.14	Tender and Paying Agent	16
	6.15	Cooperation in the Sale of the MFP Shares	16
	6.16	Use of Proceeds	17
	6.17	Securities Depository	17
	6.18	Future Agreements	17
ARTICLE VII MISCELLANEOUS			17
	7.1	Notices	17
	7.2	No Waivers	18
	7.3	Expenses and Indemnification	19
	7.4	Amendments and Waivers	20
	7.5	Successors and Assigns	21
	7.6	Term of this Agreement	21
	7.7	Governing Law	21
	7.8	Waiver of Jury Trial	21
	7.9	Counterparts and Electronic Signatures	21
	7.10	Beneficiaries	22
	7.11	Entire Agreement	22
	7.12	Relationship to the Statement and Variable Rate Mode Supplement	22
	7.13	Confidentiality	22
	7.14	Severability	23
	7.15	Consent Rights of the Majority Participants to Certain Actions	23
	7.16	Disclaimer of Liability of Officers, Trustees and Shareholders.	24
	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 [RESERVED]	31
EXHIBIT B ELIGIBLE ASSETS	32
EXHIBIT C TRANSFEREE CERTIFICATE	35
EXHIBIT D INFORMATION TO BE PROVIDED BY THE FUND	40

1.1	Incorporation of Certain Definitions by Reference; Initial Series A VRM-MFP Shares Purchase Agreement and 2023 Series A VRM-MFP Shares Purchase Agreement

2.1	Purchase and Transfer of the MFP Shares

(a)

On the Effective Date the Purchaser will acquire 750 Additional MFP Shares sold on initial issuance 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 to or upon the order of the Fund by wire transfer payable in same-day funds to an account specified by the Fund.

(b)

The Purchaser agrees that it may make offers and sales of the MFP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are both: (A)(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”), banks or 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 investment 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 (B) 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 MFP Shares, or (y) the prior written consent of the Fund and the holder(s) of more than 50% of the Outstanding MFP Shares has been obtained.  Any transfer in violation of the foregoing restrictions shall be void ab initio.  In connection with any transfer of the MFP Shares, other than a transfer to the Purchaser, each transferee (including, in the case of a tender option bond trust (or similar investment vehicle), 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 substantially in the form of Exhibit C or as otherwise agreed by the Fund.  For all purposes under this Agreement, the Statement and the Variable Rate Mode Supplement, the Fund shall be deemed to have notice only of any transfer for which such transferee certificate is delivered.

2.2

Consent

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 MFP Shares) as operating expenses.

(b)

The Fund shall pay up to $30,000 of the reasonable fees and expenses, in each case documented in detail and reasonably satisfactory to the Fund, of the Purchaser’s outside counsel in connection with the negotiation and documentation of the transactions contemplated by this Agreement, to be invoiced on or about the Effective Date and paid reasonably promptly thereafter.

(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 MFP Shares shall have a long-term issue credit rating of Aa3 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 A-1, A-2 and A-3;

(e)

[reserved];

(f)

except as disclosed in the 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(b) 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	Memorandum

4.10	1940 Act Registration

4.11	Effective Leverage Ratio; Asset Coverage

4.12	Eligible Assets

4.13	[Reserved]

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	The Purchaser’s 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 MFP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the MFP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the MFP Shares, as promptly as practicable upon the occurrence thereof;

(c)

notice of any redemption or other repurchase of any or all of the MFP Shares as provided in the Variable Rate Mode Supplement;

(d)

notice of any proposed amendments to or waivers of any of the Related Documents at such time as the amendments or waivers are sent to other parties whose approval is required for such amendment or waiver and in any event not less than ten (10) Business Days prior to the effectiveness of any proposed amendment or waiver and copies of all such actual amendments or waivers 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 MFP 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 and in accordance with Section 2.3(e) of the Variable Rate Mode Supplement 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 MFP 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 1940 Act) 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 MFP 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 Variable Rate Mode Supplement, 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 MFP 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, or by such later date as the Purchaser may agree in writing, 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, or by such later date as the Purchaser may agree in writing, after the Reporting Date, the information set forth in Exhibit D to this Agreement and a calculation of the Fund’s 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 2.2(a) of the Variable Rate Mode Supplement and Section 6.13 hereof or the Effective Leverage Ratio as required by Section 2.2(c) of the Variable Rate Mode Supplement and Section 6.13 hereof, 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	[Reserved]

6.13	Other Portfolio Investment Covenants

(a)

If and for so long as the Fund fails to provide the information required under Sections 6.1(o) and 6.1(p), the Purchaser may calculate, for purposes of Section 2.2 of the Variable Rate Mode Supplement, the Effective Leverage Ratio and/or Asset Coverage using the most recently received information required to be delivered pursuant to Sections 6.1(o) and 6.1(p) and the Market Values of securities determined by the third-party pricing service that provided such Market Values to the Fund on the most recent date that information was properly provided by the Fund pursuant to the requirements of Section 6.1(o) and 6.1(p).  The Effective Leverage Ratio and/or Asset Coverage as and if so calculated by the Purchaser in such instances shall be binding on the Fund.  If required based on such calculations, the Fund shall restore, as applicable, the Minimum VRM Asset Coverage as provided in Section 2.3(c)(i) of the Variable Rate Mode Supplement and Effective Leverage Ratio as provided in Section 2.3(c)(ii) of the Variable Rate Mode Supplement.

(b)

Unless the Fund receives the prior written consent of the Purchaser, the Fund shall not acquire equity securities of an “investment company” (as defined in the 1940 Act) (the “acquired company”), if, immediately after giving effect to such acquisition, (i) more than 5% of the total assets of the Fund would be invested in equity securities of the acquired company or (ii) more than 10% of the total assets of the Fund would be invested in equity securities of the acquired company and other investment companies (as defined above).

(c)

Notwithstanding anything to the contrary in the Statement or the Variable Rate Mode Supplement, unless the Fund receives the prior written consent of the Purchaser, to the extent that the Fund then holds securities or investments rated at least BB- or the equivalent rating by at least one NRSRO then rating such security or investment, or, if unrated, judged to be of comparable quality by the Sub-Adviser, the Fund shall first earmark such securities or other investments as Liquidity Account Investments ahead of any other security or investment then owned by the Fund.

6.14	Tender and Paying Agent

6.15	Cooperation in the Sale of the MFP Shares

6.16	Use of Proceeds

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)

Except as provided in Section 1.1(b) hereof, 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 MFP 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 MFP Share may have under the terms of such MFP 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 MFP 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 MFP 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 Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the offering or sale of the Additional MFP Shares by the Fund or the holding of the Additional MFP 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 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 MFP 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 and Electronic Signatures

7.10	Beneficiaries

7.11	Entire Agreement

7.12	Relationship to the Statement and Variable Rate Mode Supplement

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 MFP 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 B MuniFund Preferred Shares, the MFP Shares, including the Existing Series A MFP Shares and the Additional MFP Shares, outstanding as of the date hereof or any Preferred Shares other than Series A MuniFund Preferred Shares to be issued in the future by the Fund as permitted by the Statement and the Variable Rate Mode Supplement, (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 MFP 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 (or similar investment vehicle) 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 Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation, reorganization or otherwise, that would affect any preference, right or power of the MFP 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 2.3(g) and 2.11 of the Variable Rate Mode Supplement.

7.16	Disclaimer of Liability of Officers, Trustees and Shareholders.

7.17	Transition Remarketing

1.	All assets in the Fund consist of “Eligible Assets”, defined to consist only of the following as of the time of investment:

A.

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.

B.

Derivatives

i.

Interest rate derivatives;

ii.

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

iii.

Total return swaps on otherwise Eligible Assets; or

iv.

Credit default swaps.

C.

Other Assets

i.

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.

ii.

Cash and cash equivalents.

iii.

Repurchase agreements on assets described in A above.

iv.

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 purchase and sale to hold for a period not to exceed five years from the date of purchase and sale.

D.

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

2.	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.

3.

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.

CUSIP	Portfolio Name	Description	Market Value	Par Value	Rating	State
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