
[Federal Register Volume 80, Number 235 (Tuesday, December 8, 2015)]
[Notices]
[Pages 76338-76343]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-30867]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31924; File No. 812-14258]


Nuveen Fund Advisors, LLC, et al.; Notice of Application

December 2, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order pursuant to sections 6(c) 
and 17(b) of the Investment Company Act of 1940 (the ``Act'') for an 
exemption from section 17(a) of the Act permitting certain 
transactions.

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Summary of the Application: Applicants request an order (the ``Order'') 
that would permit certain registered management investment companies to 
engage in certain primary and secondary market transactions in fixed 
income instruments on a principal basis (the ``Transactions'') with a 
USB Trading Entity (defined below).

Applicants: Nuveen Fund Advisors, LLC (the ``Adviser''), Nuveen 
Investments, Inc. (``Nuveen''), Nuveen All Cap Energy MLP Opportunities 
Fund, Nuveen AMT-Free Municipal Income Fund, Nuveen AMT-Free Municipal 
Value Fund, Nuveen Arizona Premium Income Municipal Fund, Nuveen Build 
America Bond Fund, Nuveen Build America Bond Opportunity Fund, Nuveen 
California AMT-Free Municipal Income Fund, Nuveen California Dividend 
Advantage Municipal Fund, Nuveen California Dividend Advantage 
Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 
3, Nuveen California Municipal Value Fund 2, Nuveen California 
Municipal Value Fund, Inc., Nuveen California Select Tax-Free Income 
Portfolio, Nuveen Connecticut Premium Income Municipal Fund, Nuveen 
Core Equity Alpha Fund, Nuveen Credit Strategies Income Fund, Nuveen 
Diversified Dividend and Income Fund, Nuveen Dividend Advantage 
Municipal Fund, Nuveen Dividend Advantage Municipal Fund 2, Nuveen 
Dividend Advantage Municipal Fund 3, Nuveen Dividend Advantage 
Municipal Income Fund, Nuveen Dow 30\SM\ Dynamic Overwrite Fund, Nuveen 
Energy MLP Total Return Fund, Nuveen Enhanced Municipal Value Fund, 
Nuveen Flexible Investment Income Fund, Nuveen Floating Rate Income 
Fund, Nuveen Floating Rate Income Opportunity Fund, Nuveen Georgia 
Dividend Advantage Municipal Fund 2, Nuveen Global High Income Fund, 
Nuveen Global Equity Income Fund, Nuveen High Income 2020 Target Term 
Fund, Nuveen High Income December 2018 Target Term Fund, Nuveen High 
Income December 2020 Target Term Fund, Nuveen High Income December 2022 
Target Term Fund, Nuveen Intermediate Duration Municipal Term Fund, 
Nuveen Intermediate Duration Quality Municipal Term Fund, Nuveen 
Investment Funds, Inc., Nuveen Investment Quality Municipal Fund, Inc., 
Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment 
Trust III, Nuveen Investment Trust V, Nuveen Managed Accounts 
Portfolios Trust, Nuveen Maryland Premium Income Municipal Fund, Nuveen 
Massachusetts Premium Income Municipal Fund, Nuveen Michigan Quality 
Income Municipal Fund, Nuveen Minnesota Municipal Income Fund, Nuveen 
Missouri Premium Income Municipal Fund, Nuveen Mortgage Opportunity 
Term Fund 2, Nuveen Mortgage Opportunity Term Fund, Nuveen Multi-Market 
Income Fund, Nuveen Multistate Trust I, Nuveen Multistate Trust II, 
Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen 
Municipal Advantage Fund, Inc., Nuveen Municipal High Income 
Opportunity Fund, Nuveen Municipal Income Fund, Inc., Nuveen Municipal 
Market Opportunity Fund, Inc., Nuveen Municipal Opportunity Fund, Inc., 
Nuveen Municipal Trust, Nuveen Municipal Value Fund, Inc., Nuveen 
Nasdaq 100 Dynamic Overwrite Fund, Nuveen New Jersey Dividend Advantage 
Municipal Fund, Nuveen New Jersey Municipal Value Fund, Nuveen New York 
AMT-Free Municipal Income Fund, Nuveen New York Dividend Advantage 
Municipal Fund, Nuveen New York Municipal Value

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Fund 2, Nuveen New York Municipal Value Fund, Inc., Nuveen New York 
Select Tax-Free Income Portfolio, Nuveen North Carolina Premium Income 
Municipal Fund, Nuveen Ohio Quality Income Municipal Fund, Nuveen 
Pennsylvania Investment Quality Municipal Fund, Nuveen Pennsylvania 
Municipal Value Fund, Nuveen Performance Plus Municipal Fund, Inc., 
Nuveen Preferred and Income Term Fund, Nuveen Preferred Income 
Opportunities Fund, Nuveen Premier Municipal Income Fund, Inc., Nuveen 
Premium Income Municipal Fund 2, Inc., Nuveen Premium Income Municipal 
Fund 4, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen 
Quality Income Municipal Fund, Inc., Nuveen Quality Municipal 2018 Term 
Fund, Nuveen Quality Municipal Fund, Inc., Nuveen Quality Preferred 
Income Fund, Nuveen Quality Preferred Income Fund 2, Nuveen Quality 
Preferred Income Fund 3, Nuveen Real Asset Income and Growth Fund, 
Nuveen Real Estate Income Fund, Nuveen S&P 500 Buy-Write Income Fund, 
Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Select Maturities 
Municipal Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen 
Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income 
Portfolio 2, Nuveen Select Tax-Free Income Portfolio 3, Nuveen Senior 
Income Fund, Nuveen Short Duration Credit Opportunities Fund, Nuveen 
Strategy Funds, Inc., Nuveen Tax-Advantaged Dividend Growth Fund, 
Nuveen Tax-Advantaged Total Return Strategy Fund, Nuveen Texas Quality 
Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund, 
Diversified Real Asset Income Fund (each a ``Fund'', collectively, the 
``Funds''), U.S. Bancorp (``USB''), U.S. Bank National Association 
(``USBNA'') and U.S. Bancorp Investments, Inc. (``USBI'').

Filing Dates: The application was filed on December 27, 2013, and 
amended on July 1, 2014, December 8, 2014, May 22, 2015, and October 
22, 2015.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on December 28, 2015, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to Rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants, c/o Richard T. 
Prins, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, Four Times 
Square, New York, NY 10036.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or Daniele Marchesani, Branch Chief, at (202) 551-6821 
(Chief Counsel's Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. Each Fund is an open-end or closed-end management investment 
company registered under the Act and is organized as a business trust 
or corporation under the laws of Massachusetts, Maryland or Minnesota, 
or is a series thereof. The Funds have a variety of investment 
objectives, but each may invest a portion of its assets in fixed-income 
instruments. ``Fixed-income instruments'' for purposes of the Order 
means fixed-income securities and interests in syndicated loans, 
convertible bonds and convertible preferred stock, as well as money 
market instruments, such as treasury instruments, commercial paper and 
certificates of deposit.
    2. The Adviser, a Delaware limited liability company, is a direct 
wholly owned subsidiary of Nuveen, a Delaware corporation. The Adviser 
is registered as an investment adviser under the Investment Advisers 
Act of 1940 (the ``Advisers Act''). The Adviser acts as investment 
adviser to the Funds and has oversight over one or more sub-advisers 
engaged by the Funds.\1\
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    \1\ Each Fund has (or may, in the future, have) one or more 
affiliated or unaffiliated sub-advisers that provide sub-advisory 
services (each, a ``Sub-Adviser,'' collectively, the ``Sub-
Advisers''). Applicants request the Order cover any such Sub-
Advisers, provided that any Sub-Adviser that relies on the Order 
complies with the conditions of the Order as though it were an 
Adviser.
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    3. USBNA is a national banking association and a wholly owned 
subsidiary of USB. USBNA Dealer Division, an internal division of 
USBNA, engages in bank permitted dealer activities and is exempt from 
registering as a broker-dealer pursuant to the Securities Exchange Act 
of 1934 (``1934 Act''). USBI, a Delaware corporation, is also a wholly 
owned subsidiary of USB that is registered as a broker-dealer with the 
Commission under the 1934 Act. Each of USBI, USBNA, USBNA Dealer 
Division, as well as other affiliates of USB that are controlled 
(within the meaning of section 2(a)(9) of the Act) by USB and are 
registered as broker-dealers or exempt from registration as such (each, 
a ``USB Trading Entity,'' and, collectively, the ``USB Trading 
Entities''), may seek to engage in Transactions with the Funds.\2\
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    \2\ No director, officer or employee of the Funds or the Adviser 
is or will be a director, officer or employee of a USB Trading 
Entity. The board of directors or board of trustees or other 
governing body, as applicable (``Board'') of each Fund currently has 
eleven members, of which nine members are currently not interested 
persons of the Fund and the chair of the Board of each Fund is 
currently not an interested person, as defined in section 2(a)(19) 
of the Act, of the Fund.
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    4. On December 31, 2010, Nuveen completed its acquisition of a 
portion of the asset management business of FAF Advisors, Inc. (``FAF 
Advisors''), a wholly owned subsidiary of USBNA (the ``FAF 
Acquisition''). The open-end funds previously advised by FAF Advisors 
entered into investment advisory agreements with the Adviser. The 
Adviser continued to serve as investment adviser to the open-end funds 
and closed-end funds that it advised prior to the FAF Acquisition.
    5. Certain fiduciary account investments maintained by USB 
Fiduciary in certain of the Funds remain after the FAF acquisition. USB 
Fiduciary has discretionary authority over, but no pecuniary interest 
in, such investments. Because of these investments, there may be 
affiliations between the USB Trading Entities and the Funds.
    6. Applicants state that, because of consolidation in the financial 
services industry, a few major broker-dealers account for a large 
percentage of the market share in trading in fixed income instruments. 
Applicants state that the decline in the number of broker-dealers and 
banks trading in the fixed-income instruments in which the Funds seek 
to invest and the increasing significance of the few remaining 
institutions demonstrate the importance to the Funds of their 
relationships with such entities, including the USB Trading

[[Page 76340]]

Entities. For example, Applicants further state that in the first half 
of 2015, the USB Trading Entities were ranked 15th as a domestic book 
running lead manager of U.S. investment grade corporate bonds by 
volume, and ranked 6th as a lead and co-manager by number of 
transactions. Applicants represent that the USB Trading Entities' 
underwriting market share was 37% calculated as a percentage of the 
total number of U.S. investment grade corporate bond transactions in 
the marketplace. On the municipal securities side of the business, the 
USB Trading Entities were ranked 66th in fixed rate lead managed 
business, and 9th in variable rate demand note underwriting in 2014. 
Applicants further represent that as a variable rate demand note 
underwriter the USB Trading Entities achieved a 3% market share in 
2014. Applicants state the USB Trading Entities ranked 5th in the 
Overall Bookrunner League Tables by number of deals with a 3% market 
share, 3rd in the Domestic League Tables and 5th in the Global League 
Tables for private placements in 2014. Applicants assert that these 
statistics demonstrate the growth in demand for its services and USB 
expects continued growth on an ongoing basis in capital markets 
transaction volumes for the USB Trading Entities.
    7. Applicants assert that prohibiting the Funds from engaging in 
the Transactions with the USB Trading Entities would become 
increasingly detrimental to the ongoing interests of Fund shareholders 
by limiting the Funds' access to important trading counterparties that 
have growing market share in many of the types of instruments that the 
Funds purchase. Applicants submit that prohibiting the Funds from 
engaging in Transactions with the USB Trading Entities unnecessarily 
reduces the opportunities available to the Funds to obtain competitive 
pricing and execution and to access the markets for particular fixed-
income instruments that are available from only a few dealers. 
Applicants assert that precluding a Fund from trading with a USB 
Trading Entity may harm the Fund by, among other things, preventing it 
from obtaining the best pricing, terms and quality of services 
otherwise available in the market.
    8. Applicants, therefore, request the Order, pursuant to sections 
6(c) and 17(b) of the Act exempting from section 17(a) of the Act \3\ 
Transactions entered into in the ordinary course of business by a Fund 
with USB Trading Entities, under the terms and conditions set forth in 
the application.
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    \3\ Applicants are not seeking relief from the provisions of 
sections 10(f), 17(d) or 17(e) of the Act or rules 17d-1 or 17e-1 
thereunder.
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    9. The requested relief would include (i) the Funds and any 
investment company registered under the Act or series thereof, whether 
now existing or organized in the future, that is advised by the Adviser 
or by any existing or future entity that is controlling, controlled by 
or under common control with the Adviser or Nuveen and registered as an 
investment adviser under the Advisers Act; (ii) the Adviser; and (iii) 
the USB Trading Entities; \4\ provided that any entity that relies on 
the Order complies with the terms and conditions of the Order as though 
it were an applicant.
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    \4\ All existing entities that currently intend to rely on the 
requested relief are either named as applicants or listed in 
Schedule A to the application. Any other entity that relies on the 
Order now or in the future will comply with the terms and conditions 
set forth in the application.
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    10. The Order would be available only in circumstances in which the 
USB Trading Entity might be deemed to be (i) an affiliated person 
(``first-tier affiliate''), or an affiliated person of a first-tier 
affiliate (a ``second-tier affiliate'') of a Fund solely by reason of a 
USB Fiduciary,\5\ being deemed to own, control or hold with power to 
vote through non-proprietary, trust or other fiduciary account 
investments five percent or more of the Fund's total outstanding voting 
securities (each, a ``5% Fund''); (ii) a first-tier affiliate of a Fund 
solely by reason of USB Fiduciary being deemed to beneficially own 
through the fiduciary account investments more than twenty-five percent 
of the Fund's total outstanding voting securities or, by virtue of such 
fiduciary account investments, to control the Fund (each, a ``25% 
Fund,'' together with the 5% Funds, the ``Owned Funds''); and/or (iii) 
a second-tier affiliate of any Fund other than an Owned Fund (each, an 
``Other Fund'') solely by reason of USB Fiduciary being considered to 
own, control or hold with power to vote a 5% Fund's securities as 
described in (i) or being deemed to beneficially own a 25% Fund's 
securities as described in (ii), through fiduciary account 
investments.\6\
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    \5\ USB Fiduciary includes USBNA, its trust bank subsidiaries, 
U.S. Bank Trust National Association and U.S. Bank Trust National 
Association SD, and any successors. The term ``successor'' is 
limited to the entity that results from a reorganization into 
another jurisdiction, a change in the type of business organization 
or a combination, consolidation or reorganization of any of the 
entities referred to in the previous sentence, including any such 
combination, consolidation or reorganization effected through the 
use of a ``shell'' entity controlled by any of the foregoing 
entities, provided that such combination, consolidation or 
reorganization does not result in a change of direct or indirect 
control of such entities.
    \6\ Applicants note that there may be some instances in which 
USB or an entity, including a division thereof, controlled by USB 
(each, a ``USB Affiliate,'' collectively, the ``USB Affiliates'') 
might be deemed to own, control or hold with power to vote less than 
five percent of the outstanding voting securities of a Fund 
otherwise than through fiduciary account investments (a ``<5% 
holding''). References to potential affiliations arising ``solely by 
reason of'' fiduciary account investments above certain levels may 
include situations where fiduciary account investments exceed such 
levels only when added to a <5% holding.
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    11. The requested relief would not extend to primary market 
Transactions in fixed-income instruments, other than repurchase 
agreements and variable rate demand notes, of which USB or any entity 
controlled by USB, including any USB Trading Entity, is the primary 
obligor.
    12. Neither USB nor any USB Affiliates control or will control 
(within the meaning of section 2(a)(9) of the Act), directly or 
indirectly, Nuveen or the Adviser or any other non-Fund entity under 
the control of Nuveen (together, the ``Nuveen Affiliates''), and 
neither USB nor any USB Affiliates will exercise, or attempt to 
exercise, control over any Fund. Applicants state that only the 
fiduciary account investments in the Owned Funds raise the affiliation 
issues addressed by the requested relief. Additionally, Nuveen has no 
beneficial interest in, and will not control (within the meaning of 
section 2(a)(9) of the Act) directly or indirectly, USB, the USB 
Trading Entities or any other USB Affiliate.
    13. Applicants state that the USB Affiliates will not have any 
involvement in the Advisers' investment decisions or decisions to 
engage in Transactions pursuant to the Order, and will not attempt to 
influence or control in any way the placing by the Adviser of orders, 
other than in the normal course of sales activities of the same nature 
that are being carried out during the same time period with respect to 
unaffiliated institutional clients of the USB Trading Entity, or that 
existed between the USB Trading Entity and FAF Advisors, if any, prior 
to the consummation of the FAF Acquisition.
    14. Applicants assert that there is substantial internal separation 
and independent operation of the division of USBNA that maintains 
fiduciary accounts (``USBNA Fiduciary Division'') and USBNA Dealer 
Division. USBNA Fiduciary Division is subject to strict fiduciary laws 
and regulations that require USBNA Fiduciary Division to act solely in 
the interests of the principals or beneficiaries of the accounts. 
Applicants represent that

[[Page 76341]]

there is not, and will not be, any express or implied understanding 
between a USB Trading Entity and Nuveen or the Adviser that the Adviser 
will cause a Fund to enter into Transactions or give preference to the 
USB Trading Entity in effecting such Transactions between the Fund and 
the USB Trading Entity.
    15. USB Fiduciary undertakes to not to exercise any voting power 
with respect to shares that constitute five percent or more of a Fund's 
total outstanding voting securities, including in connection with the 
election of directors/trustees (the ``Non-Voting Undertaking'').

Applicants' Legal Analysis

    1. Section 17(a) of the Act, in relevant part, prohibits an 
affiliated person of a registered investment company, or any affiliated 
person of such person, acting as principal, from selling to or 
purchasing from such company any security or other property and from 
borrowing money or other property from such company. Section 17(b) of 
the Act authorizes the Commission to exempt a transaction from section 
17(a) of the Act if evidence establishes that the terms of the proposed 
transaction, including the consideration to be paid or received, are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned and the proposed transaction is consistent with the 
policy of each registered investment company concerned and with the 
general purposes of the Act.
    2. Section 6(c) of the Act, in relevant part, authorizes the 
Commission to exempt any person or transaction, or any class or classes 
of persons or transactions, from any provision or provisions of the 
Act, if and to the extent that such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act.
    3. Section 2(a)(3) of the Act, in relevant part, defines 
``affiliated person'' of another person to include: (a) Any person 
directly or indirectly owning, controlling, or holding with power to 
vote, 5% or more of the outstanding voting securities of such other 
person; (b) any person 5% or more of whose outstanding voting 
securities are directly or indirectly owned by, controlled, or held 
with power to vote, by such person; and (c) any person directly or 
indirectly controlling, controlled by, or under common control with, 
such other person.
    4. Section 2(a)(9) of the Act, in relevant part, defines 
``control'' as ``the power to exercise a controlling influence over the 
management or policies of a company, unless such power is solely the 
result of an official position with such company.'' Section 2(a)(9) 
also provides that any person who owns beneficially, either directly or 
through one or more controlled companies, more than 25% of the voting 
securities of a company shall be presumed to control such company, and 
that any person who does not so own more than 25% of the voting 
securities of any company shall be presumed not to control such 
company.
    5. Applicants state that a USB Trading Entity could be deemed to be 
a first-tier affiliate or a second-tier affiliate of a 5% Fund insofar 
as fiduciary account investments of five percent or more of an Owned 
Fund's outstanding voting securities could cause USB Fiduciary to be 
viewed as owning, controlling or holding with power to vote ``voting 
securities.'' Were a USB Fiduciary deemed to be a first-tier affiliate 
of a 5% Fund, the USB Trading Entities (except for USBNA Dealer 
Division) would then be deemed to be second-tier affiliates of the 5% 
Fund. USBNA Dealer Division, on the other hand, could be deemed to be a 
first-tier affiliate of the 5% Fund. Additionally, a USB Trading Entity 
could be deemed a first-tier affiliate of a 25% Fund and a second-tier 
affiliate of the Other Funds.\7\ Applicants submit that, due to the 
fiduciary account investments, any Transaction involving a Fund and a 
USB Trading Entity that is a first-tier affiliate or a second-tier 
affiliate thereof, would be subject to the prohibition of section 17(a) 
of the Act.
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    \7\ As discussed in the application, this conclusion could be 
reached if, on account of the fiduciary account investments, USB 
Fiduciary ``beneficially owned'' greater than twenty-five percent of 
the 25% Fund's total outstanding voting securities. The Owned Fund 
could then be presumed to be under the control of USB Fiduciary, and 
thus of USB. As wholly owned subsidiaries of USB, the USB Trading 
Entities may also be presumed to be under the control of USB. 
Accordingly, the 25% Fund and the USB Trading Entities could be 
presumed to be under the common control of USB and thus first-tier 
affiliates of each other. If the 25% Fund and the Other Funds are 
deemed to be under the control of their Adviser(s), then the 25% 
Fund and the Other Funds could be deemed to be first-tier affiliates 
of each other by virtue of being under common control. Therefore, if 
the USB Trading Entities are deemed to be first-tier affiliates of 
the 25% Fund, they could be deemed to be second-tier affiliates of 
the Other Funds.
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    6. Applicants submit that the primary purpose of section 17(a) is 
to prevent a person with the power to control or influence a registered 
investment company from engaging in self-dealing or overreaching, to 
the detriment of the investment company's shareholders. Applicants 
submit that the policies which section 17(a) of the Act was meant to 
further are not implicated in the context of the requested Order 
because USB and USB Trading Entities are not able to cause a Fund to 
enter into a Transaction or otherwise influence portfolio decisions by 
the Adviser on behalf of the Funds. Applicants state that, as a result, 
no USB Trading Entity is in a position to cause a Fund to enter into 
Transactions that are not in the best interests of the Fund and its 
shareholders. Applicants also state that there will be no conflict of 
interest associated with the Adviser's decision to engage in a 
Transaction with a USB Trading Entity on behalf of a Fund. Applicants 
further submit that the conditions to the requested Order provide 
further protections against any possibility of self-dealing or 
overreaching by the USB Trading Entities. Therefore, Applicants submit 
that the Order satisfies the statutory standards for relief.

Applicants' Conditions

    Applicants agree that the Order granting the requested relief will 
be subject to the following conditions:

A. Structural

    (1) Neither USB nor any USB Affiliates will control any Adviser or 
any principal underwriters or promoters for the Funds, directly or 
indirectly, within the meaning of section 2(a)(9) of the Act, and 
neither USB nor any USB Affiliates will exercise, or attempt to 
exercise, control over any Fund. The Order will remain in effect only 
so long as Nuveen, or another entity not controlling, controlled by or 
under common control with USB, primarily controls the Adviser. In this 
regard, pursuant to the Non-Voting Undertaking, USB Fiduciary will not 
exercise any voting authority that it possesses with respect to shares 
that constitute five percent or more of any Fund's total outstanding 
voting securities. Instead, it will delegate to an independent third 
party that is not affiliated with either USB or any USB Affiliate the 
voting of such shares.
    (2) Neither USB nor any USB Affiliates will directly or indirectly 
consult with Nuveen or any Nuveen Affiliate, including the Adviser, or 
any portfolio manager of the Adviser concerning purchase or sale 
Transactions, or the selection of a broker or dealer for any 
Transactions placed or to be placed on behalf of a Fund, or otherwise 
seek to influence the choice of broker or dealer for any Transaction by 
a Fund, other than in the normal course of sales activities of the same 
nature that are being carried out during the same time period with 
respect to unaffiliated institutional clients of the

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USB Trading Entity, or that existed between the USB Trading Entity and 
the Adviser and the Nuveen Sub-Advisers, if any, prior to the 
consummation of the FAF Acquisition.
    (3) No officer, director or employee of an Owned Fund will directly 
or indirectly seek to influence in any way the terms of any Transaction 
covered by the Order, other than in the normal course of investment 
activities of the same nature that are being carried out during the 
same time period with respect to unaffiliated broker-dealers, or that 
existed between the USB Trading Entity and the Adviser and the Nuveen 
Sub-Advisers, if any, prior to the consummation of the FAF Acquisition.
    (4) Each USB Trading Entity will adopt and implement policies that 
prohibit the USB Trading Entity from (a) linking any approval or action 
relating to an Owned Fund to any action by any Fund or by the Adviser 
relating to any Fund, or (b) using the fiduciary account investments in 
an Owned Fund as a basis for seeking to persuade any Fund or the 
Adviser to engage in business with the USB Trading Entity.
    (5) The Adviser and the USB Trading Entities, with the assistance 
of their respective legal/compliance departments, will prepare 
guidelines for their respective personnel to make certain that 
Transactions effected pursuant to the Order comply with its terms and 
conditions, and that the Adviser and the USB Trading Entities maintain 
an arm's-length relationship. The respective legal/compliance 
departments of the Adviser and the USB Trading Entities will monitor 
periodically the activities of the Adviser and the USB Trading 
Entities, respectively, to make certain that the terms and conditions 
of the Order are met.

B. Transactional

    With respect to each Transaction entered into or effected pursuant 
to the Order on behalf of a Fund:
    (1) Each Fund's Board, including a majority of its disinterested 
directors or trustees, as applicable (``Necessary Majority''), will 
approve, and the Fund will implement, procedures governing all 
Transactions pursuant to the Order and the Fund's Board will no less 
frequently than quarterly review all Transactions conducted pursuant to 
the Order and receive and review a report (the ``Report''), of those 
Transactions. The Report which will be prepared by the Adviser and 
reviewed and approved by the Fund's Chief Compliance Officer, will 
indicate for each Transaction that the terms and conditions of the 
Order have been satisfied, and will include a discussion of any 
significant changes in the volume, type or terms of Transactions 
between the relevant Funds and the USB Trading Entity, the reasons for 
these changes, and a determination that such changes are appropriate. 
In addition, annually and prior to entering into a Transaction with a 
USB Trading Entity that no Fund has previously traded with, the Board 
will consider (i) whether the level of Transactions with USB Trading 
Entities is appropriate and (ii) whether continued reliance on the 
Order in any applicable category of fixed-income instruments is 
appropriate in light of the need of the Funds to have the USB Trading 
Entities available as trading counterparties, as evidenced by, among 
other things, the aggregate market share of the USB Trading Entities in 
each such category.
    (2) For each Transaction, the Adviser will adhere to a ``best 
execution'' standard, will consider only the interests of the Fund and 
will not take into account the impact of the Fund's investment decision 
on the USB Trading Entity. Before entering into any Transaction, the 
Adviser will determine that the Transaction is consistent with the 
investment objective(s) and policies of the Fund and is in the best 
interests of the Fund and its shareholders.
    (3) Each Fund will (a) for so long as the Order is relied upon, 
maintain and preserve in an easily accessible place a written copy of 
the procedures and conditions (and any modifications thereto) that are 
described herein, and (b) maintain and preserve for a period of not 
less than six years from the end of the fiscal year in which any 
Transaction in which the Adviser knows that both a USB Trading Entity 
and a Fund directly or indirectly have an interest occurs, the first 
two years in an easily accessible place, a written record of each such 
Transaction setting forth a description of the security purchased or 
sold by the Fund, a description of the USB Trading Entity's, or 
affiliated person of the USB Trading Entity's interest or role in the 
Transaction, the terms of the Transaction, and the information or 
materials upon which the determination was made that such Transaction 
was made in accordance with the procedures and conditions set forth in 
the application.
    (4) Except for Transactions involving repurchase agreements and 
variable rate demand notes, before any secondary market principal 
Transaction in fixed-income instruments is entered into between a Fund 
and a USB Trading Entity, the Adviser will obtain a competitive 
quotation for the same instruments (or in the case of instruments for 
which quotations for the same instruments are not available, a 
competitive quotation for Comparable Instruments)\8\ from at least two 
unaffiliated market counterparties that are in a position to quote 
favorable market prices, except that if, after reasonable efforts by 
the Adviser, quotations are unavailable from two such market 
counterparties, only one other competitive quotation is required. For 
each such Transaction, the Adviser will determine, based upon the 
quotations and such other relevant information reasonably available to 
the Adviser (such as available transaction prices and any other 
information regarding the value of the instruments), that the price 
available from the USB Trading Entity is at least as favorable as that 
available from other sources.
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    \8\ The term ``Comparable Instruments'' refers to instruments 
with substantially identical maturities, credit risk and repayment 
terms (including floating or fixed-rate coupons, attached options, 
or any other provisions that affect the expected size or timing of 
the payments from the instruments) as the instruments to be 
purchased or sold.
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    (a) Repurchase Agreements. With respect to Transactions involving 
repurchase agreements, a Fund will enter into such agreements only 
where the Adviser has determined, based upon information reasonably 
available to the Adviser, that the income to be earned from the 
repurchase agreement is at least equal to that available from other 
sources. Before any repurchase agreements are entered into pursuant to 
the Order, the Fund or the Adviser will obtain competitive quotations 
from at least two unaffiliated market counterparties with respect to 
repurchase agreements comparable to the type of repurchase agreement 
involved, except that if, after reasonable efforts by the Adviser, 
quotations are unavailable from two such market counterparties, only 
one other competitive quotation is required.
    (b) Variable Rate Demand Notes. With respect to each Transaction 
involving variable rate demand notes for which dealer quotes are not 
ordinarily available, a Fund will only undertake purchases and sales 
where the Adviser has determined, based on relevant information 
reasonably available to the Adviser that the income earned from the 
variable rate demand note is at least equal to that of variable rate 
demand notes of comparable quality that are available from other 
sources.
    (5) With respect to instruments offered in a primary market 
underwritten, or other primary market, Transaction, the Fund will 
undertake such purchase from a USB Trading

[[Page 76343]]

Entity only where the Adviser has determined, based upon relevant 
information reasonably available to the Adviser that the instruments 
will be purchased at a price that is not more than the price paid by 
each other purchaser of the instruments from, as relevant, the USB 
Trading Entity or other members of an underwriting syndicate in that 
offering or in any concurrent offering of instruments, and on the same 
terms as such other purchasers (except in the case of an offering 
conducted under the laws of a country other than the United States, for 
any rights to purchase that are required by law to be granted to 
existing holders of the issuer). If no information regarding concurrent 
purchasers of the instruments is reasonably available to the Adviser, 
the Fund may undertake such purchase from a USB Trading Entity when the 
Adviser has determined, based upon information reasonably available to 
the Adviser, that the yield on the instruments to be purchased is at 
least equal to that available on Comparable Instruments from other 
sources at that time.
    (6) The commission, fee, spread, or other remuneration to be 
received by the USB Trading Entities must be reasonable and fair 
compared to the commission, fee, spread, or other remuneration received 
by others in connection with comparable transactions involving similar 
instruments being purchased or sold during a comparable period of time.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-30867 Filed 12-7-15; 8:45 am]
 BILLING CODE 8011-01-P


