
[Federal Register Volume 81, Number 208 (Thursday, October 27, 2016)]
[Notices]
[Pages 74849-74851]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-25942]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32322; File No. 812-14619]


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

October 21, 2016.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application for an order pursuant to: (a) Section 
6(c) of the Investment Company Act of 1940 (``Act'') granting an 
exemption from sections 18(f) and 21(b) of the Act; (b) section 
12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of 
the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption 
from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) 
section 17(d) of the Act and rule 17d-1 under the Act to permit certain 
joint arrangements and transactions. Applicants request an order that 
would permit certain registered open-end management investment 
companies to participate in a joint lending and borrowing facility.

-----------------------------------------------------------------------

APPLICANTS:  Nuveen All Cap Energy MLP Opportunities Fund, Nuveen AMT-
Free Municipal Value Fund, Nuveen AMT-Free Quality Municipal Income 
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 Dow 30SM Dynamic Overwrite 
Fund, Nuveen Energy MLP Total Return Fund, Nuveen Enhanced AMT-Free 
Municipal Credit Opportunities Fund, Nuveen Enhanced Municipal Credit 
Opportunities 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 2019 Target Term Fund, Nuveen High Income November 2021 Target 
Term Fund, Nuveen Intermediate Duration Municipal Term Fund, Nuveen 
Intermediate Duration Quality Municipal Term Fund, Nuveen Investment 
Funds, 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 2021 Target Term Fund, Nuveen 
Municipal High Income Opportunity Fund, Nuveen Municipal Income 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 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 Preferred and Income Term Fund, Nuveen Preferred Income 
Opportunities Fund, Nuveen Preferred Securities Income Fund, Nuveen 
Quality Municipal Income Fund, 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 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 an investment 
company organized as a business trust or a corporation under the laws 
of Massachusetts, Maryland or Minnesota and registered under the Act as 
an open-end or closed-end management investment company,\1\ and Nuveen 
Fund Advisors, LLC (the ``Adviser''), a Delaware limited liability 
company registered as an investment adviser under the Investment 
Advisers Act of 1940.
---------------------------------------------------------------------------

    \1\ The Funds (as defined below) that are closed-end management 
investment companies will not participate as borrowers in the 
interfund lending facility. None of the Funds are, or will be, money 
market funds that comply with rule 2a-7 under the Act.

FILING DATES:  The application was filed on February 23, 2016 and 
---------------------------------------------------------------------------
amended on July 1, 2016 and September 30, 2016.

HEARING OR NOTIFICATION OF HEARING:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving

[[Page 74850]]

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 November 
15, 2016 and should be accompanied by proof of service on the 
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: Nuveen Fund 
Advisors, LLC, 333 West Wacker Drive, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, at 
(202) 551-6876 or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

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.

Summary of the Application

    1. Applicants request an order that would permit the applicants to 
participate in an interfund lending facility where each Fund could lend 
money directly to and borrow money directly from other Funds to cover 
unanticipated cash shortfalls, such as unanticipated redemptions or 
trade fails.\2\ The Funds will not borrow under the facility for 
leverage purposes and the loans' duration will be no more than 7 
days.\3\
---------------------------------------------------------------------------

    \2\ Applicants request that the order apply to the applicants 
and to any existing or future registered open-end or closed-end 
management investment company or series thereof for which the 
Adviser or any successor thereto or an investment adviser 
controlling, controlled by, or under common control with the Adviser 
or any successor thereto serves as investment adviser (each a 
``Fund'' and collectively the ``Funds'' and each such investment 
adviser an ``Adviser''). For purposes of the requested order, 
``successor'' is limited to any entity that results from a 
reorganization into another jurisdiction or a change in the type of 
a business organization.
    \3\ Any Fund, however, will be able to call a loan on one 
business day's notice.
---------------------------------------------------------------------------

    2. Applicants anticipate that the proposed facility would provide a 
borrowing Fund with a source of liquidity at a rate lower than the bank 
borrowing rate at times when the cash position of the Fund is 
insufficient to meet temporary cash requirements. In addition, Funds 
making short-term cash loans directly to other Funds would earn 
interest at a rate higher than they otherwise could obtain from 
investing their cash in repurchase agreements or certain other short 
term money market instruments. Thus, applicants assert that the 
facility would benefit both borrowing and lending Funds.
    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Among others, the Adviser, through a designated committee, would 
administer the facility as a disinterested fiduciary as part of its 
duties under the investment management and administrative agreements 
with the Funds and would receive no additional fee as compensation for 
its services in connection with the administration of the facility. The 
facility would be subject to oversight and certain approvals by the 
Funds' Board, including, among others, approval of the interest rate 
formula and of the method for allocating loans across Funds, as well as 
review of the process in place to evaluate the liquidity implications 
for the Funds. A Fund's aggregate outstanding interfund loans will not 
exceed 15% of its net assets, and the Fund's loans to any one Fund will 
not exceed 5% of the lending Fund's net assets.\4\
---------------------------------------------------------------------------

    \4\ Under certain circumstances, a borrowing Fund will be 
required to pledge collateral to secure the loan.
---------------------------------------------------------------------------

    4. Applicants assert that the facility does not raise the concerns 
underlying section 12(d)(1) of the Act given that the Funds are part of 
the same group of investment companies and there will be no duplicative 
costs or fees to the Funds.\5\ Applicants also assert that the proposed 
transactions do not raise the concerns underlying sections 17(a)(1), 
17(a)(3), 17(d) and 21(b) of the Act as the Funds would not engage in 
lending transactions that unfairly benefit insiders or are detrimental 
to the Funds. Applicants state that the facility will offer both 
reduced borrowing costs and enhanced returns on loaned funds to all 
participating Funds and each Fund would have an equal opportunity to 
borrow and lend on equal terms based on an interest rate formula that 
is objective and verifiable. With respect to the relief from section 
17(a)(2) of the Act, applicants note that any collateral pledged to 
secure an interfund loan would be subject to the same conditions 
imposed by any other lender to a Fund that imposes conditions on the 
quality of or access to collateral for a borrowing (if the lender is 
another Fund) or the same or better conditions (in any other 
circumstance).\6\
---------------------------------------------------------------------------

    \5\ Applicants state that the obligation to repay an interfund 
loan could be deemed to constitute a security for the purposes of 
sections 17(a)(1) and 12(d)(1) of the Act.
    \6\ Applicants state that any pledge of securities to secure an 
interfund loan could constitute a purchase of securities for 
purposes of section 17(a)(2) of the Act.
---------------------------------------------------------------------------

    5. Applicants also believe that the limited relief from section 
18(f)(1) of the Act that is necessary to implement the facility 
(because the lending Funds are not banks) is appropriate in light of 
the conditions and safeguards described in the application and because 
the open-end Funds would remain subject to the requirement of section 
18(f)(1) that all borrowings of the open-end Fund, including combined 
interfund loans and bank borrowings, have at least 300% asset coverage.
    6. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if 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. Section 12(d)(1)(J) of the Act 
provides that the Commission may exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provision of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act. Rule 
17d-1(b) under the Act provides that in passing upon an application 
filed under the rule, the Commission will consider whether the 
participation of the registered investment company in a joint 
enterprise, joint arrangement or profit sharing plan on the basis 
proposed is consistent with the provisions, policies and purposes of 
the Act and the extent to which such participation is on a basis 
different from or less advantageous than that of the other 
participants.


[[Page 74851]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-25942 Filed 10-26-16; 8:45 am]
 BILLING CODE 8011-01-P


