Nuveen Mortgage and Income Fund SC TOI Issuer tender offer statement | JLS 6 Sep 19

Exhibit (d)(3)

CONTINUANCE OF MANAGEMENT AGREEMENTS

Agreement made as of this 30th day of July 2019, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2019.

WITNESSETH THAT:

WHEREAS, the parties hereto are the contracting parties under each certain Investment Management Agreement (the “Agreements”) pursuant to which the Adviser furnishes investment management and other services to each Fund; and

WHEREAS, each Agreement terminates August 1, 2019 unless continued in the manner required by the Investment Company Act of 1940; and

WHEREAS, the Board of Directors/Trustees, at meetings held May 21-23, 2019, have approved each Agreement, as amended as set forth in Appendix B hereto, and its continuance until August 1, 2020 in the manner required by the Investment Company Act of 1940.

NOW THEREFORE, in consideration of the mutual covenants contained in each Agreement the parties hereto do hereby continue each Agreement in effect until August 1, 2020 and ratify and confirm the Agreements in all respects.


On behalf of the Nuveen Funds Listed on Appendix A

By:		/s/ Gifford R. Zimmerman
		Vice President


Attest:		/s/ Virginia O’Neal


NUVEEN FUND ADVISORS, LLC

By:		/s/ Christopher M. Rohrbacher
		Managing Director


Attest:		/s/ Virginia O’Neal

Appendix A

As of August 1, 2019

NUVEEN CLOSED-END FUNDS


		TICKER SYMBOLS
Nuveen All Cap Energy MLP Opportunities Fund		JMLP
Nuveen AMT-Free Municipal Credit Income Fund		NVG
Nuveen AMT-Free Municipal Value Fund		NUW
Nuveen AMT-Free Quality Municipal Income Fund		NEA
Nuveen Arizona Quality Municipal Income Fund		NAZ
Nuveen California AMT-Free Quality Municipal Income Fund		NKX
Nuveen California Municipal Value Fund 2		NCB
Nuveen California Municipal Value Fund, Inc.		NCA
Nuveen California Quality Municipal Income Fund		NAC
Nuveen California Select Tax-Free Income Portfolio		NXC
Nuveen Connecticut Quality Municipal Income Fund		NTC
Nuveen Core Equity Alpha Fund		JCE
Nuveen Credit Opportunities 2022 Target Term Fund		JCO
Nuveen Credit Strategies Income Fund		JQC
Nuveen Diversified Dividend and Income Fund		JDD
Nuveen Dow 30^SM Dynamic Overwrite Fund		DIAX
Nuveen Emerging Markets Debt 2022 Target Term Fund		JEMD
Nuveen Energy MLP Total Return Fund		JMF
Nuveen Enhanced Municipal Value Fund (not leveraged)		NEV
Nuveen Floating Rate Income Fund		JFR
Nuveen Floating Rate Income Opportunity Fund		JRO
Nuveen Georgia Quality Municipal Income Fund		NKG
Nuveen Global High Income Fund		JGH
Nuveen High Income 2020 Target Term Fund		JHY
Nuveen High Income 2023 Target Term Fund		JHAA
Nuveen High Income December 2019 Target Term Fund		JHD
Nuveen High Income November 2021 Target Term Fund		JHB
Nuveen Intermediate Duration Municipal Term Fund		NID
Nuveen Intermediate Duration Quality Municipal Term Fund		NIQ
Nuveen Maryland Quality Municipal Income Fund		NMY
Nuveen Massachusetts Quality Municipal Income Fund		NMT
Nuveen Michigan Quality Municipal Income Fund		NUM
Nuveen Minnesota Quality Municipal Income Fund		NMS
Nuveen Missouri Quality Municipal Income Fund		NOM
Nuveen Mortgage Opportunity Term Fund 2		JMT
Nuveen Mortgage Opportunity Term Fund		JLS
Nuveen Multi-Market Income Fund		JMM
Nuveen Municipal 2021 Target Term Fund		NHA
Nuveen Municipal Credit Income Fund		NZF
Nuveen Municipal High Income Opportunity Fund		NMZ
Nuveen Municipal Income Fund, Inc.		NMI
Nuveen Municipal Value Fund, Inc.		NUV
Nuveen NASDAQ 100 Dynamic Overwrite Fund		QQQX
Nuveen New Jersey Municipal Value Fund		NJV
Nuveen New Jersey Quality Municipal Income Fund		NXJ
Nuveen New York AMT-Free Quality Municipal Income Fund		NRK


Nuveen New York Municipal Value Fund 2		NYV
Nuveen New York Municipal Value Fund, Inc.		NNY
Nuveen New York Quality Municipal Income Fund		NAN
Nuveen New York Select Tax-Free Income Portfolio		NXN
Nuveen North Carolina Quality Municipal Income Fund		NNC
Nuveen Ohio Quality Municipal Income Fund		NUO
Nuveen Pennsylvania Municipal Value Fund		NPN
Nuveen Pennsylvania Quality Municipal Income Fund		NQP
Nuveen Preferred & Income Opportunities Fund		JPC
Nuveen Preferred & Income Securities Fund		JPS
Nuveen Preferred and Income 2022 Term Fund		JPT
Nuveen Preferred and Income Term Fund		JPI
Nuveen Quality Municipal Income Fund		NAD
Nuveen Real Asset Income and Growth Fund		JRI
Nuveen Real Estate Income Fund		JRS
Nuveen S&P 500 Dynamic Overwrite Fund		SPXX
Nuveen S&P 500 Buy-Write Income Fund		BXMX
Nuveen Select Maturities Municipal Fund		NIM
Nuveen Select Tax-Free Income Portfolio 2		NXQ
Nuveen Select Tax-Free Income Portfolio 3		NXR
Nuveen Select Tax-Free Income Portfolio		NXP
Nuveen Senior Income Fund		NSL
Nuveen Short Duration Credit Opportunities Fund		JSD
Nuveen Taxable Municipal Income Fund		NBB
Nuveen Tax-Advantaged Dividend Growth Fund		JTD
Nuveen Tax-Advantaged Total Return Strategy Fund		JTA
Nuveen Texas Quality Municipal Income Fund		NTX
Nuveen Virginia Quality Municipal Income Fund		NPV

NUVEEN OPEN-END FUNDS

NUVEEN MUNICIPAL TRUST

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen All-American Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Short Duration High Yield Municipal Bond Fund

Nuveen Strategic Municipal Opportunities Fund

NUVEEN MULTISTATE TRUST I

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Maryland Municipal Bond Fund

Nuveen New Mexico Municipal Bond Fund

Nuveen Pennsylvania Municipal Bond Fund

Nuveen Virginia Municipal Bond Fund

NUVEEN MULTISTATE TRUST II

Nuveen California Municipal Bond Fund

Nuveen California High Yield Municipal Bond Fund

Nuveen California Intermediate Municipal Bond Fund

Nuveen Connecticut Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund

Nuveen New Jersey Municipal Bond Fund

Nuveen New York Municipal Bond Fund

NUVEEN MULTISTATE TRUST III

Nuveen Georgia Municipal Bond Fund

Nuveen Louisiana Municipal Bond Fund

Nuveen North Carolina Municipal Bond Fund

Nuveen Tennessee Municipal Bond Fund

NUVEEN MULTISTATE TRUST IV

Nuveen Kansas Municipal Bond Fund

Nuveen Kentucky Municipal Bond Fund

Nuveen Michigan Municipal Bond Fund

Nuveen Missouri Municipal Bond Fund

Nuveen Ohio Municipal Bond Fund

Nuveen Wisconsin Municipal Bond Fund

NUVEEN INVESTMENT TRUST

Nuveen Equity Market Neutral Fund

Nuveen Large Cap Core Fund

Nuveen Large Cap Growth Fund

Nuveen Large Cap Value Fund

Nuveen NWQ Global Equity Income Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen NWQ Small-Cap Value Fund

Nuveen NWQ Large-Cap Value Fund

Nuveen NWQ Small/Mid-Cap Value Fund

NUVEEN INVESTMENT TRUST II

Nuveen Santa Barbara Dividend Growth Fund

Nuveen Santa Barbara Global Dividend Growth Fund

Nuveen Santa Barbara International Dividend Growth Fund

Nuveen Equity Long/Short Fund

Nuveen International Growth Fund

Nuveen NWQ International Value Fund

Nuveen Winslow International Small Cap Fund

Nuveen Winslow Large-Cap Growth Fund

NUVEEN INVESTMENT TRUST III

Nuveen Symphony Credit Opportunities Fund

Nuveen Symphony Floating Rate Income Fund

NUVEEN INVESTMENT TRUST V

Nuveen Preferred Securities and Income Fund

Nuveen NWQ Flexible Income Fund

Nuveen Gresham Diversified Commodity Strategy Fund

Nuveen Global Real Estate Securities Fund

NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST

Municipal Total Return Managed Accounts Portfolio

NUVEEN INVESTMENT FUNDS, INC.

Nuveen Dividend Value Fund

Nuveen Global Infrastructure Fund

Nuveen High Income Bond Fund

Nuveen Large Cap Select Fund

Nuveen Mid Cap Growth Opportunities Fund

Nuveen Mid Cap Value Fund

Nuveen Minnesota Intermediate Municipal Bond Fund

Nuveen Minnesota Municipal Bond Fund

Nuveen Nebraska Municipal Bond Fund

Nuveen Oregon Intermediate Municipal Bond Fund

Nuveen Real Asset Income Fund

Nuveen Real Estate Securities Fund

Nuveen Short Term Municipal Bond Fund

Nuveen Small Cap Growth Opportunities Fund

Nuveen Small Cap Select Fund

Nuveen Small Cap Value Fund

Nuveen Strategic Income Fund

NUVEEN STRATEGY FUNDS, INC.

Nuveen Strategy Aggressive Growth Allocation Fund

Nuveen Strategy Balanced Allocation Fund

Nuveen Strategy Conservative Allocation Fund

Nuveen Strategy Growth Allocation Fund

APPENDIX B

MEMORIALIZATION OF CHANGES

TO THE DEFINITION OF “COMPLEX-LEVEL ASSETS” IN

NUVEEN OPEN-END AND CLOSED-END FUND

INVESTMENT MANAGEMENT AGREEMENTS

MEMORIALIZATION made as of this 1st day of August, 2019, by and between Nuveen Open-End and Closed-End Funds (excluding Nuveen Exchange-Traded Funds) listed on Exhibit A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

WITNESSETH

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

WHEREAS, each such Investment Management Agreement provides that the Complex-Level Fee shall be calculated by reference to the total assets of the Eligible Funds;

WHEREAS, each such Investment Management Agreement provides that “Eligible Funds,” for purposes of such Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States (it being understood that Nuveen Exchange-Traded Funds are not considered Eligible Funds); and

WHEREAS, in connection with the reorganization of certain Nuveen Open-End Funds (“Former Eligible Funds”) into certain TIAA-CREF Open-End Funds in 2019, Nuveen management and the Board of Directors/Trustees of each of the Funds have agreed to include certain assets of the Former Eligible Funds as Complex-Level Assets for purposes of calculating the Complex-Level Fee, which will have the effect of reducing the fees paid to the Adviser by the Funds.

Now, therefore, the parties hereby memorialize that understanding by amending the following paragraph included in each Fund’s Investment Management Agreement as follows (with deleted language stricken through and new language underlined):

The Complex-Level Fee for the Fund shall be computed by applying the Complex-Level Fee Rate, expressed as a daily equivalent, to the average daily managed assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all Eligible Funds, as defined below (with such daily net assets to include — in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund — such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following~~exclusions~~ adjustments (as adjusted, “Complex-Level Assets”):

(i) in the case of Eligible Funds that invest in other Eligible Funds (individually a “Fund of Funds” and collectively “Funds of Funds”),excluding that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; and

(ii)excluding that portion of the net assets of each Eligible Fund comprising the daily “Fund Asset Limit Amount” (as defined below).; and

(iii) in instances where Eligible Funds have been reorganized into non-Eligible Funds advised by an affiliate of the Adviser during the 2019 calendar year (each such reorganization a “2019 Reorganization” and each such Eligible Fund a “Former Eligible Fund”):

(x) for each Former Eligible Fund that was not a Fund of Funds,including the amount by which, as of a date 30 days prior to the closing date of the applicable 2019 Reorganization, the net assets of the Former Eligible Fund exceeded the Former Eligible Fund’s “Initial Fund Asset Limit Amount” (as defined below); and

(y) for each Former Eligible Fund that was a Fund of Funds, with respect to each Eligible Fund in which the Former Eligible Fund was invested immediately prior to the transition of the Former Eligible Fund’s portfolio in connection with its 2019 Reorganization (the “Transition Time”),including the net assets of the Former Eligible Fund invested in such Eligible Fund as of the Transition Time, but only to the extent that the Eligible Fund’s net assets exceeded the Eligible Fund’s “Initial Fund Asset Limit Amount” (as defined below) as of the Transition Time.

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


ALL NUVEEN FUNDS LISTED ON ATTACHMENT A

by:		/s/ Gifford R. Zimmerman
		Vice President


Attest:		/s/ Virginia O’Neal


NUVEEN FUND ADVISORS, LLC

by:		/s/ Christopher M. Rohrbacher
		Managing Director


Attest:		/s/ Virginia O’Neal

EXHIBIT A

As of August 1, 2019