Toronto Dominion Investments, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2022 • Toronto Dominion Investments, Inc. • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), executed as of October 8, 2020, is made by and between (i) Invesco Municipal Trust, a closed‑end fund organized as a Delaware statutory trust, including its successors and assigns by operation of law (the “Fund”) and (ii) Toronto Dominion Investments Inc., a Delaware corporation, including its successors and assigns by operation of law (“TDI”, or the “Shareholder”).

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VRDP SHARES PURCHASE AGREEMENT DATED AS OF JUNE 19, 2019 BETWEEN THE BANK OF NEW YORK MELLON, AS TENDER AND PAYING AGENT
VRDP Shares Purchase Agreement • July 6th, 2022 • Toronto Dominion Investments, Inc. • New York

VRDP SHARES PURCHASE AGREEMENT, dated as of June 19, 2019 between THE BANK OF NEW YORK MELLON, a New York banking corporation, including its successors and assigns, as tender and paying agent (the “Tender and Paying Agent”) and THE TORONTO-DOMINION BANK, acting through its New York branch, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).

AND TD SECURITIES (USA) LLC VRDP SHARES REMARKETING AGREEMENT
Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

This VRDP SHARES REMARKETING AGREEMENT, dated as of June 19, 2019 (this “Agreement”), by and among BlackRock MuniYield Pennsylvania Quality Fund, a non-diversified, closed-end investment company organized as a Massachusetts business trust (the “Fund”), and TD Securities (USA) LLC, a Delaware limited liability company (the “Remarketing Agent”).

VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 between BLACKROCK MUNIYIELD QUALITY FUND III, INC,
VRDP Shares Fee Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 (the “Closing Date”), between BLACKROCK MUNIYIELD QUALITY FUND III, INC., a closed-end investment company organized as a Maryland corporation, as issuer (the “Fund”), and THE TORONTO-DOMINION BANK, acting through its New York branch, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).

AND TD SECURITIES (USA) LLC VRDP SHARES REMARKETING AGREEMENT
VRDP Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

This VRDP SHARES REMARKETING AGREEMENT, dated as of June 16, 2020 (this “Agreement”), by and among BlackRock MuniYield Michigan Quality Fund, Inc., a non-diversified, closed-end investment company organized as a Maryland corporation (the “Fund”), and TD Securities (USA) LLC, a Delaware limited liability company (the “Remarketing Agent”).

ADDITIONAL SERIES B MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of December 7, 2023 between Nuveen ENHANCED HIGH YIELD MUNICIPAL BOND Fund,
Purchase Agreement • December 12th, 2023 • Toronto Dominion Investments, Inc. • New York

ADDITIONAL SERIES B MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of December 7, 2023, between NUVEEN ENHANCED HIGH YIELD MUNICIPAL BOND FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the “Fund”), and TORONTO-DOMINION INVESTMENTS, INC. as the purchaser of the MFP Shares (as defined below) hereunder (the “Purchaser”).

VOTING TRUST AGREEMENT
Voting Trust Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of June 22, 2022, by and among Lord Securities Corporation, including its successors and assigns by operation of law, as voting trustee (the “Voting Trustee”), Toronto Dominion Investments Inc., including its successors and assigns by operation of law (the “Purchaser”), and Glass Lewis & Co., LLC, including its successors and assigns by operation of law (the “Voting Consultant”).

AMENDMENT TO THE VRDP SHARES PURCHASE AGREEMENT
VRDP Shares Purchase Agreement • July 6th, 2022 • Toronto Dominion Investments, Inc. • New York

BlackRock MuniYield Pennsylvania Quality Fund (the “Fund”) issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Amended and Restated Certificate of Designation Establishing and Fixing the Rights and Preferences of VRDP Shares (the “Certificate of Designation”);

JOINT FILING AGREEMENT
Joint Filing Agreement • August 22nd, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

SPECIAL RATE PERIOD VOTING TRUST AGREEMENT
Special Rate Period Voting Trust Agreement • July 21st, 2022 • Toronto Dominion Investments, Inc. • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of January 26, 2017 by and among Lord Securities Corporation, including its successors and assigns by operation of law, as trustee (the “Trustee”), Toronto Dominion Investments Inc., including its successors and assigns by operation of law (the “Purchaser”), and Glass Lewis & Co., LLC, including its successors and assigns by operation of law (the “Voting Consultant”).

SERIES B MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of February 16, 2018 between NUVEEN MUNICIPAL CREDIT INCOME FUND, as Issuer and TORONTO-DOMINION INVESTMENTS, INC. as Purchaser (NZF SERIES B MFP SHARES) CONTENTS
Mfp) Purchase Agreement • February 27th, 2018 • Toronto Dominion Investments, Inc. • New York

SERIES B MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of February 16, 2018, between NUVEEN MUNICIPAL CREDIT INCOME FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the “Fund”), and TORONTO-DOMINION INVESTMENTS, INC., a Delaware corporation, as the purchaser of the MFP Shares hereunder (the “Purchaser”).

JOINT FILING AGREEMENT
Joint Filing Agreement • July 19th, 2023 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 between BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC., as Issuer and THE TORONTO-DOMINION BANK, acting through its New York branch as Liquidity Provider BlackRock MuniYield Michigan Quality Fund,...
VRDP Shares Fee Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 (the “Closing Date”), between BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC., a closed-end investment company organized as a Maryland corporation, as issuer (the “Fund”), and THE TORONTO-DOMINION BANK, acting through its New York branch, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).

AMENDMENT TO THE VRDP SHARES REMARKETING AGREEMENT
VRDP Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Articles Supplementary Establishing and Fixing the Rights and Preferences of VRDP Shares (the “Articles Supplementary”);

JOINT FILING AGREEMENT
Joint Filing Agreement • December 22nd, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES (VRDP) REMARKETING PURCHASE AGREEMENT dated as of January 26, 2017 between NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND, as Issuer and TORONTO-DOMINION INVESTMENTS, INC. as Purchaser (NPV Series 1) CONTENTS
Remarketing Purchase Agreement • March 12th, 2018 • Toronto Dominion Investments, Inc. • New York

SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES (VRDP) REMARKETING PURCHASE AGREEMENT dated as of January 26, 2017, between NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the “Fund”), and TORONTO-DOMINION INVESTMENTS, INC. as the purchaser of the Series 1 VRDP Shares hereunder (the “Purchaser”).

AMENDMENT TO THE VRDP SHARES FEE AGREEMENT
VRDP Shares Fee Agreement • July 6th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Amended and Restated Certificate of Designation Establishing and Fixing the Rights and Preferences of the VRDP Shares, dated as of June 17, 2019, as amended from time to time (the “Certificate of Designation”);

JOINT FILING AGREEMENT
Joint Filing Agreement • December 11th, 2023 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 21st, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

AMENDMENT TO THE VRDP SHARES FEE AGREEMENT
VRDP Shares Fee Agreement • July 6th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Certificate of Designation Establishing and Fixing the Rights and Preferences of the VRDP Shares, dated as of May 17, 2011, as amended from time to time (the “Certificate”);

JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

AMENDED AND RESTATED TERM PREFERRED SHARES VOTING TRUST AGREEMENT
Voting Trust Agreement • February 27th, 2018 • Toronto Dominion Investments, Inc. • New York

THIS AMENDED AND RESTATED TERM PREFERRED SHARES VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of February 23, 2018 by and among Lord Securities Corporation, including its successors and assigns by operation of law, as trustee (the “Trustee”), Toronto Dominion Investments Inc., including its successors and assigns by operation of law (the “Purchaser”), and Glass Lewis & Co., LLC, including its successors and assigns by operation of law (the “Voting Consultant”).

INITIAL SERIES A MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of June 8, 2022 between Nuveen dynamic Municipal opportunities Fund,
Initial Series a Munifund Preferred Shares • June 21st, 2022 • Toronto Dominion Investments, Inc. • New York
AMENDMENT TO THE VRDP SHARES FEE AGREEMENT
Shares Fee Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Articles Supplementary Establishing and Fixing the Rights and Preferences of the VRDP Shares, dated as of May 17, 2011, as amended from time to time (the “Articles Supplementary”);

JOINT FILING AGREEMENT
Joint Filing Agreement • August 22nd, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

JOINT FILING AGREEMENT February 26, 2018
Joint Filing Agreement • February 27th, 2018 • Toronto Dominion Investments, Inc.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Series A MuniFund Preferred Shares and Series B MuniFund Preferred Shares of Nuveen Municipal Credit Income Fund, a Massachusetts business trust, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

JOINT FILING AGREEMENT March 12, 2018
Joint Filing Agreement • March 12th, 2018 • Toronto Dominion Investments, Inc.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Variable Rate Demand Preferred Shares of Nuveen New Jersey Quality Municipal Income Fund, a Massachusetts business trust, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

INITIAL SERIES A MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of May 15, 2017 between NUVEEN MUNICIPAL CREDIT INCOME FUND, as Issuer and TORONTO-DOMINION INVESTMENTS, INC. as Purchaser (NZF Series A MFP – VARIABLE RATE MODE) CONTENTS
Initial Series a Munifund • February 27th, 2018 • Toronto Dominion Investments, Inc. • New York

INITIAL SERIES A MUNIFUND PREFERRED SHARES (MFP) PURCHASE AGREEMENT dated as of May 15, 2017, between NUVEEN MUNICIPAL CREDIT INCOME FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the “Fund”), and TORONTO-DOMINION INVESTMENTS, INC. as the purchaser of the MFP Shares (as defined below) hereunder (the “Purchaser”).

VRDP SHARES REMARKETING AGREEMENT
Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Amended and Restated Certificate of Designation Establishing and Fixing the Rights and Preferences of VRDP Shares (the “Certificate of Designation”);

JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

JOINT FILING AGREEMENT March 12, 2018
Joint Filing Agreement • March 12th, 2018 • Toronto Dominion Investments, Inc.

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Variable Rate Demand Preferred Shares of Nuveen Virginia Quality Municipal Income Fund, a Massachusetts business trust, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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