NUVEEN QUALITY PREFERRED INCOME FUND 2 (Form: N-2, Received: 10/29/2012 17:19:04)

NUVEEN QUALITY PREFERRED INCOME FUND 2

/s/ Kevin J. McCarthy

Vice President

As filed with the U.S. Securities and Exchange Commission on October 29, 2012

1933 Act File No. 333-

1940 Act File No. 811-21137

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-0102

Form N-2

(Check appropriate box or boxes)


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x

Pre-Effective Amendment No.

Post-Effective Amendment No.

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

Amendment No. 8		x

Nuveen Quality Preferred Income Fund 2

(Exact name of Registrant as Specified in Charter)

333 West Wacker Drive, Chicago, Illinois 60606

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(Registrant’s Telephone Number, including Area Code): (800) 257-8787

Kevin J. McCarthy

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies to:

Thomas S. Harman

Bingham McCutchen LLP

2020 K Street NW

Washington, DC 200046-1806

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. x

It is proposed that this filing will become effective (check appropriate box)

¨	When declared effective pursuant to section 8(c)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


Title of Securities Being Registered	Amount Being Registered		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Common Shares, $0.01 par value		1,000 Shares	$	9.30	$	9,300	$	1.27

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 based on the average of the high and low sales prices of the shares of beneficial interest on October 23, 2012 as reported on the New York Stock Exchange.

(2)	Transmitted prior to filing.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

LOGO

12 Million Common Shares

Nuveen Quality Preferred Income Fund 2

Nuveen Quality Preferred Income Fund 2 (the “Fund”) is a non-diversified, closed-end management investment company. The Fund’s primary investment objective is high current income consistent with capital preservation. The Fund’s secondary investment objective is to enhance portfolio value relative to the market for preferred securities by investing in (i) securities that the Fund’s sub-adviser, Spectrum Asset Management, Inc. (“Spectrum”), believes are underrated or undervalued or (ii) sectors that Spectrum believes are undervalued. The Fund seeks to achieve its investment objectives by investing, under normal circumstances, at least 80% of its Managed Assets (as defined below under Portfolio Contents ) in preferred securities. Under normal circumstances, the Fund invests 100% of its Managed Assets in securities that, at the time of investment, are rated within the four highest grades by all nationally recognized statistical rating organizations (“NRSRO”) that rate such security or are unrated but judged to be of comparable quality by Spectrum ( i.e. , investment grade), which may include up to 10% in securities that are rated investment grade by at least one NRSRO and below investment grade by another NRSRO (sometimes called, “split-rated”). The Fund may invest up to 20% of its Managed Assets in debt securities, including convertible debt securities and convertible preferred securities. The Fund cannot assure you that it will achieve its investment objectives.

Investing in the Fund’s Common Shares involves certain risks that are described in the “ Risk Factors ” and “How the Fund Manages Risk” sections of this Preliminary Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Preliminary Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should read this Preliminary Prospectus, which contains important information about the Fund, before deciding whether to invest and retain it for future reference. A Preliminary Statement of Additional Information (“SAI”), dated October 29, 2012, containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this Preliminary Prospectus. You may request a free copy of the SAI, the table of contents of which is on the last page of this Preliminary Prospectus, annual and semi-annual reports to shareholders and other information about the Fund, and make shareholder inquiries by calling (800) 257-8787, by writing to the Fund or from the Fund’s website (http://www.nuveen.com). The information contained in, or that can be accessed through, the Fund’s website is not part of this Preliminary Prospectus. You also may obtain a copy of the SAI (and other information regarding the Fund) from the Securities and Exchange Commission’s (“SEC”) web site (http://www.sec.gov).

The Fund’s common shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.

Portfolio Contents . Under normal circumstances, the Fund invests at least 80% of its Managed Assets (as defined below) in preferred securities. Under normal circumstances, the Fund’s portfolio of preferred securities consists of both fixed rate preferred and adjustable rate preferred securities. Under normal circumstances, the Fund invests 100% of its Managed Assets in securities that, at the time of investment, are rated within the four highest grades by all NRSROs that rate such security ( i.e. , investment grade) or are unrated but judged to be of comparable quality by Spectrum, which may include up to 10% in securities that are rated investment grade by at

least one NRSRO and below investment grade by another NRSRO (sometimes called, “split-rated”). The Fund may invest up to 20% of its Managed Assets in debt securities, including convertible debt securities and convertible preferred securities. “Managed Assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of financial leverage through borrowing or the use of commercial paper or notes. The policies described in this section are not considered to be fundamental by the Fund and can be changed by the Board of Trustees without a vote of the outstanding shareholders.

Adviser and Sub-adviser. Nuveen Fund Advisors, Inc., the Fund’s investment adviser, is responsible for determining the Fund’s overall investment strategies and their implementation. Spectrum Asset Management, Inc. is the Fund’s investment sub-adviser and oversees the day-to-day investment operations of the Fund.

The minimum price on any day at which Common Shares may be sold will not be less than the current net asset value per share plus the per share amount of the commission to be paid to the Fund’s distributor, Nuveen Securities, LLC (“Nuveen Securities”). The Fund and Nuveen Securities will suspend the sale of Common Shares if the per share price of the shares is less than the minimum price. The Fund currently intends to distribute the shares offered pursuant to this Preliminary Prospectus primarily through at-the-market transactions, although from time to time it may also distribute shares through an underwriting syndicate or a privately negotiated transaction. To the extent shares are distributed other than through at-the-market transactions, the Fund will file a supplement to this Preliminary Prospectus describing such transactions. For information on how Common Shares may be sold, see the “Plan of Distribution” section of this Preliminary Prospectus.

The common shares are listed on the New York Stock Exchange. The trading or “ticker” symbol of the common shares of the Fund is “JPS.” The Fund’s closing price on the New York Stock Exchange on October 23, 2012 was $9.35.

The date of this Preliminary Prospectus is October 29, 2012

TABLE OF CONTENTS


Prospectus Summary			1
Summary of Fund Expenses			13
Financial Highlights			15
Trading and Net Asset Value Information			18
The Fund			18
Use of Proceeds			19
The Fund’s Investments			19
Use of Leverage			27
Risk Factors			29
How the Fund Manages Risk			36
Management of the Fund			38
Net Asset Value			40
Distributions			41
Dividend Reinvestment Plan			41
Plan of Distribution			42
Description of Shares			44
Certain Provisions In the Declaration of Trust			47
Repurchase of Fund Shares; Conversion to Open-end Fund			48
Tax Matters			48
Custodian and Transfer Agent			50
Independent Registered Public Accounting Firm			50
Legal Opinion			50
Available Information			50
Statement of Additional Information Table of Contents			52

You should rely only on the information contained or incorporated by reference into this Preliminary Prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this Preliminary Prospectus is accurate as of any date other than the date on the front of this Preliminary Prospectus. The Fund will update this Preliminary Prospectus to reflect any material changes to the disclosures herein.

PROSPECTUS SUMMARY

This is only a summary. You should review the more detailed information contained elsewhere in this Prospectus and in the SAI.

The Fund

Nuveen Quality Preferred Income Fund 2 (the “Fund”) is a non-diversified, closed-end management investment company. See “The Fund.” The Fund’s common shares, $0.01 par value (“Common Shares”), are traded on the New York Stock Exchange (“NYSE”) under the symbol “JPS.” See “Description of Common Shares.” As of September 30, 2012, the Fund had 120,376,176 Common Shares outstanding and net assets applicable to Common Shares of $1,130,628,648.

Investment Objectives and Policies

The Fund’s primary investment objective is high current income consistent with capital preservation. The Fund’s secondary investment objective is to enhance portfolio value relative to the market for preferred securities by investing in (i) securities that the Fund’s sub-adviser believes are underrated or undervalued or (ii) sectors that the Fund’s sub-adviser believes are undervalued. The Fund cannot assure you that it will achieve its investment objectives.

Under normal circumstances, the Fund invests at least 80% of its Managed Assets in preferred securities. “Managed Assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of financial leverage through borrowing or the use of commercial paper or notes. Under normal circumstances, the Fund’s portfolio of preferred securities consists of both fixed rate preferred and adjustable rate preferred securities.

Under normal circumstances, the Fund invests 100% of its Managed Assets in securities that, at the time of investment, are rated within the four highest grades by all nationally recognized statistical rating organizations (“NRSRO”) that rate such security or are unrated but judged to be of comparable quality by Spectrum ( i.e. , investment grade), which may include up to 10% in securities that are rated investment grade by at least one NRSRO and below investment grade by another NRSRO (sometimes called, “split-rated”).

In addition, under normal circumstances, the Fund may:

•

invest up to 35% of its Managed Assets in U.S. dollar denominated securities of non-U.S. issuers offered, traded or listed in U.S. markets;

•

invest up to 20% of its Managed Assets in debt securities, including convertible debt securities and convertible preferred securities; and

•

invest up to 10% of its Managed Assets in illiquid securities, although the Fund has no current intention to invest in such securities.

The preferred securities in which the Fund intends to primarily invest do not make payments that qualify for the “dividends received deduction” under Section 243 of the Internal Revenue Code of 1986, as amended

(the “Code”). The dividends received deduction generally allows corporations to deduct from their income 70% of dividends received. The preferred securities in which the Fund intends to primarily invest also do not make payments that qualify as “qualified dividend income” under the Code. For taxable years beginning before January 1, 2013, qualified dividend income is taxable to noncorporate shareholders at reduced rates. Accordingly, each shareholder should assume that no significant portion of the distributions it receives from the Fund will qualify for the dividends received deduction or as qualified dividend income. See “Tax Matters” for a more complete discussion.

The Fund’s objectives and certain investment policies specifically identified in the SAI as such are considered fundamental and may not be changed without shareholder approval. All of the Fund’s other investment policies, including as noted above, are not considered to be fundamental by the Fund and can be changed by the Board of Trustees without a vote of the outstanding shareholders. However, the Fund’s policy of investing at least 80% of its Managed Assets in preferred securities may only be changed by the Board of Trustees following the provision of 60 days’ prior written notice to such shareholders.

See “The Fund’s Investments” and “Risk Factors.”

Investment Adviser

Nuveen Fund Advisors, Inc. (“NFA”) serves as the Fund’s investment adviser. NFA, a registered investment adviser, is responsible for determining the Fund’s overall strategy and its implementation. See “Management of the Fund—Investment Adviser, Sub-Adviser and Portfolio Manager.”

Sub-adviser

Spectrum Asset Management, Inc. serves as the Fund’s sub-adviser. Spectrum, a registered investment adviser, is responsible for the Fund’s day-to-day investment operations.

Nuveen Securities, LLC (“Nuveen Securities”), a registered broker-dealer affiliate of NFA and Spectrum, is involved in the offering of the Fund’s Common Shares. See “Plan of Distribution-Distribution Through At-the-Market Transactions.”

Use of Leverage

The Fund employs financial leverage through borrowing or the use of commercial paper or notes (collectively “Borrowing”). The Fund has entered into a prime brokerage facility with BNP Paribas Prime Brokerage, Inc. The Fund’s maximum commitment amount is $427,000,000. For the fiscal year ended July 31, 2012, the average daily balance outstanding and average annual interest rate on the Fund’s borrowings were $377,395,082 and 1.35%, respectively.

The Fund has issued preferred shares in the past, but does not currently have any preferred shares outstanding. The Fund may issue preferred shares in the future. See “Description of Shares—Preferred Shares.”

Leverage involves special risks. See “Risk Factors—Leverage Risks.” There is no assurance that the Fund’s leveraging strategy will be successful. The Fund will seek to invest the proceeds of any future financial leverage in a manner consistent with the Fund’s investment objectives and policies. See “Use of Leverage.”

Offering Methods

The Fund may offer shares using one or more of the following methods: (i) at-the-market transactions through one or more broker-dealers that have entered into a selected dealer agreement with Nuveen Securities, one of the Fund’s underwriters; (ii) through an underwriting syndicate; and (iii) through privately negotiated transactions between the Fund and specific investors. See “Plan of Distribution.”

Distribution Through At-the-Market Transactions. The Fund from time to time may offer its Common Shares through Nuveen Securities, to certain broker-dealers that have entered into selected dealer agreements with Nuveen Securities. Currently, Nuveen Securities has entered into a selected dealer agreement with UBS Securities LLC (“UBS”) pursuant to which UBS will be acting as Nuveen Securities’ sub-placement agent with respect to at-the-market offerings of Common Shares. Common Shares will only be sold on such days as shall be agreed to by the Fund and Nuveen Securities. Common Shares will be sold at market prices, which shall be determined with reference to trades on the Exchange, subject to a minimum price to be established each day by the Fund. The minimum price on any day will not be less than the current net asset value per share plus the per share amount of the commission to be paid to Nuveen Securities. The Fund and Nuveen Securities will suspend the sale of Common Shares if the per share price of the shares is less than the minimum price.

The Fund will compensate Nuveen Securities with respect to sales of the Common Shares at a commission rate of 1% of the gross proceeds of the sale of Common Shares. Nuveen Securities will compensate broker-dealers participating in the offering at a fixed rate of 0.8% of the gross sales proceeds of the sale of Common Shares sold by that broker-dealer. Nuveen Securities may from time to time change the dealer re-allowance. Settlements of Common Share sales will occur on the third business day following the date of sale.

In connection with the sale of the Common Shares on behalf of the Fund, Nuveen Securities may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the “1933 Act”), and the compensation of Nuveen Securities may be deemed to be underwriting commissions or discounts. Unless otherwise indicated in a further Prospectus supplement, Nuveen Securities will act as underwriter on a reasonable efforts basis.

The offering of Common Shares pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all Shares subject thereto or (ii) termination of the Distribution Agreement. The Fund and Nuveen Securities each have the right to terminate the Distribution Agreement in its discretion at any time. See “Plan of Distribution—Distribution Through Agents.”

The Fund currently intends to distribute the shares offered pursuant to this Prospectus primarily through at-the-market transactions, although from time to time it may also distribute shares through an underwriting syndicate or a privately negotiated transaction. To the extent shares are distributed other than through at-the-market transactions, the Fund will file a supplement to this Prospectus describing such transactions.

UBS, its affiliates and their respective employees hold or may hold in the future, directly or indirectly, investment interests in Nuveen Investments,

Inc. and its funds. The interests held by employees of UBS or its affiliates are not attributable to, and no investment discretion is held by, UBS or its affiliates.

The Fund’s closing price on the New York Stock Exchange on October 23, 2012 was $9.35.

Distribution Through Underwriting Syndicates. The Fund from time to time may issue additional Common Shares through a syndicated secondary offering. In order to limit the impact on the market price of the Fund’s Common Shares, underwriters will market and price the offering on an expedited basis ( e.g. , overnight or similarly abbreviated offering period). The Fund will launch a syndicated offering on a day, and upon terms, mutually agreed upon between the Fund, Nuveen Securities and the underwriting syndicate.

The Fund will offer its shares at a price equal to a specified discount of up to 5% from the closing market price of the Fund’s Common Shares on the day prior to the offering date. The applicable discount will be negotiated by the Fund and Nuveen Securities in consultation with the underwriting syndicate on a transaction-by-transaction basis. The Fund will compensate the underwriting syndicate out of the proceeds of the offering based upon a sales load of up to 4% of the gross proceeds of the sale of Common Shares. The minimum net proceeds per share to the Fund will not be less than the greater of (i) the Fund’s latest net asset value per Common Share or (ii) 91% of the closing market price of the Fund’s Common Shares on the day prior to the offering date. See “Plan of Distribution—Distribution Through Underwriters.”

Distribution Through Privately Negotiated Transactions. The Fund, through Nuveen Securities, from time to time may sell directly to, and solicit offers from, institutional and other sophisticated investors, who may be deemed to be underwriters as defined in the 1933 Act for any resale of Common Shares.

The terms of such privately negotiated transactions will be subject to the discretion of the management of the Fund. In determining whether to sell Common Shares through a privately negotiated transaction, the Fund will consider relevant factors including, but not limited to, the attractiveness of obtaining additional funds through the sale of Common Shares, the purchase price to apply to any such sale of Common Shares and the investor seeking to purchase the Common Shares.

Common Shares issued by the Fund through privately negotiated transactions will be issued at a price equal to the greater of (i) the net asset value per Common Share of the Fund’s Common Shares or (ii) at a discount ranging from 0% to 5% of the average daily closing market price of the Fund’s Common Shares at the close of business on the two business days preceding the date upon which Common Shares are sold pursuant to the privately negotiated transaction. The applicable discount will be determined by the Fund on a transaction-by-transaction basis. See “Plan of Distribution—Distribution Through Privately Negotiated Transactions.”

Special Risk Considerations

Investment in the Fund involves special risk considerations, which are summarized below. The Fund is designed as a long-term investment and not

as a trading vehicle. The Fund is not intended to be a complete investment program. See “Risk Factors” for a more complete discussion of the special risk considerations of an investment in the Fund.

Investment and Market Risk. An investment in the Fund’s Common Shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in Common Shares represents an indirect investment in the securities owned by the Fund, substantially all of which are traded on a national securities exchange or in the over-the-counter markets. Your Common Shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions. See “Risk Factors—Investment and Market Risk”

Market Discount from Net Asset Value. Shares of closed-end investment companies like the Fund have during some periods traded at prices higher than net asset value and have during other periods traded at prices lower than net asset value. The Fund cannot predict whether Common Shares will trade at, above or below net asset value. This characteristic is a risk separate and distinct from the risk that the Fund’s net asset value could decrease as a result of investment activities. Investors bear a risk of loss to the extent that the price at which they sell their shares is lower in relation to the Fund’s net asset value than at the time of purchase, assuming a stable net asset value. Proceeds from the sale of Common Shares in this offering will be reduced by shareholder transaction costs (if applicable, which vary depending on the offering method used). Depending on the premium of the Common Shares at the time of any offering of Common Shares hereunder, the Fund’s net asset value may be reduced by an amount up to the offering costs borne by the Fund (estimated to be an additional 0.17% of the offering price assuming a Common Share offering price of $9.35 (the Fund’s closing price on the Exchange on October 23, 2012)).

The net asset value per Common Share will also be reduced by costs associated with any future issuances of Common or preferred shares. The Common Shares are designed primarily for long-term investors, and you should not view the Fund as a vehicle for trading purposes. See “Risk Factors—Market Discount from Net Asset Value and Expected Reductions in Net Asset Value.”

Preferred Securities Risks. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights. In the case of certain preferred securities issued by trusts or special purpose entities, holders generally have no voting rights, except if a declaration of default occurs and is continuing. In such an event, rights of preferred security holders generally would include the right to appoint and authorize a trustee to enforce the trust or special purpose entity’s rights as a creditor under the agreement with its operating company. In certain circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws or regulatory

or major corporate action. A redemption by the issuer may negatively impact the return of the security held by the Fund.

The preferred securities market is comprised predominately of securities issued by companies in the financial services industry. Therefore, preferred securities present substantially increased risks at times of financial turmoil, which could affect financial services companies more than companies in other sectors and industries. See “Risk Factors—Preferred Securities Risks.”

Interest Rate Risk. Interest rate risk is the risk that fixed rate securities, such as preferred and debt securities, will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will fall. Longer-term fixed rate securities are generally more sensitive to interest rate changes. The Fund’s investment in such securities means that the net asset value and market price of Common Shares will tend to decline if market interest rates rise. Currently, market interest rates are at or near record historical lows. See “Risk Factors—Interest Rate Risk.”

Reinvestment Risk. During periods of declining interest rates, an issuer may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the security’s duration and reduce the value of the security. This is known as extension risk. See “Risk Factors—Reinvestment Risk.”

Interest Rate Transaction Risk. In connection with the Fund’s use of leverage through Borrowings or any issuance of preferred shares, the Fund may enter into interest rate swap or cap transactions. The use of interest rate swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions.

In an interest rate swap, the Fund would agree to pay to the other party to the interest rate swap (which is known as the “counterparty”) a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund a variable rate payment obligation on preferred shares or any variable rate Borrowings. The payment obligations would be based on the notional amount of the swap.

In an interest rate cap, the Fund would pay a premium to the counterparty to the interest rate cap and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, would receive from the counterparty payments of the difference based on the notional amount of such cap. If the counterparty to an interest rate swap or cap defaults, the Fund would be obligated to make the payments that it had intended to avoid.

Depending on the general state of short-term interest rates and the returns on the Fund’s portfolio securities at that point in time, this default could negatively impact the Fund’s ability to make dividend payments on any outstanding preferred shares.

In addition, at the time an interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund would not be able to

obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the Fund’s ability to make dividend payments on any outstanding preferred shares or interest payments on Borrowings. If the Fund fails to meet an asset coverage ratio required by law or if the Fund does not meet a rating agency guideline in a timely manner, the Fund may be required to redeem some or all of the preferred shares. See “Description of Shares—Preferred Shares.” Similarly, the Fund could be required to prepay the principal amount of Borrowings, if any. Such redemption or prepayment would likely result in the Fund seeking to terminate early all or a portion of any swap or cap transaction. Early termination of a swap could result in a termination payment by or to the Fund.

Early termination of a cap could result in a termination payment to the Fund. The Fund intends to maintain in a segregated account with its custodian, cash or liquid securities having a value at least equal to the Fund’s net payment obligations under any swap transaction, marked-to- market daily. The Fund will not enter into interest rate swap or cap transactions having a notional amount that exceeds the outstanding amount of the Fund’s leverage. See “Use of Leverage” and “Risk Factors—Leverage,” “Risk Factors—Derivatives,” “Risk Factors—Hedging” and “The Fund’s Investments. ”

Tax Risk. The Fund may invest in preferred securities the federal income tax treatment of which may not be clear or may be subject to re-characterization by the Internal Revenue Service. It could be more difficult for the Fund to comply with the tax requirements applicable to regulated investment companies if the tax characterization of the Fund’s investments or the tax treatment of the income from such investments were successfully challenged by the Internal Revenue Service. See “Tax Matters.”

Concentration and Financial Services Industry Risk. The Fund normally invests at least 25% of its Managed Assets in securities of financial services companies. A financial services company is one that is primarily involved in banking, mortgage finance, consumer finance, specialized finance, investment banking and brokerage, asset management and custody, corporate lending, insurance, financial investments, or real estate, including REITs. This policy makes the Fund more susceptible to adverse economic or regulatory occurrences affecting those companies. Concentration of investments in financial services companies includes the following risks:

•

financial services companies may suffer a setback if regulators change the rules under which they operate;

•

unstable interest rates can have a disproportionate effect on the financial services sector;

•

financial services companies whose securities the Fund may purchase may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that sector;

•

financial services companies have been affected by increased competition, which could adversely affect the profitability or viability of such companies; and

•

financial services companies have been significantly and negatively affected by the downturn in the subprime mortgage lending market and the resulting impact on the world’s economies.

See “Risk Factors—Concentration and Financial Services Industry Risk.”

Non-Diversified Fund Risk. Because the Fund is classified as “non-diversified” under the 1940 Act, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. As a result, the Fund may be more susceptible than a diversified fund to any single corporate, economic, political, geographic or regulatory occurrence. See “The Fund’s Investments” and “Risk Factors—Non-Diversification.”

Legislation and Regulatory Risk. At any time after the date of this Prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the entities and/or securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is regulated. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives.

In addition, as new rules and regulations resulting from the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) are implemented and new international capital and liquidity requirements are introduced under the Basel III Accords (“Basel III”), the market may not react the way NFA or Spectrum expects. Whether the Fund achieves its investment objectives may depend on, among other things, whether NFA or Spectrum correctly forecast market reactions to this and other legislation. In the event NFA and Spectrum incorrectly forecast market reaction, the Fund may not achieve its investment objective and a Common Shareholder’s shares may be worth less than his or her original investment.

Leverage Risk. The use of financial leverage created through Borrowings or issuing preferred shares in the future creates an opportunity for increased Common Share net income and returns, but also creates special risks for Common Shareholders. There is no assurance that the Fund’s leveraging strategy will be successful. The risk of loss attributable to the Fund’s use of leverage is borne by Common Shareholders. The Fund’s use of financial leverage can result in a greater decrease in net asset values in declining markets. The Fund’s use of financial leverage similarly can magnify the impact of changing market conditions on Common Share market prices.

The Fund may use derivatives, such as interest rate swaps, to fix the effective rate paid on all or a portion of the Fund’s leverage, in an effort to lower leverage costs over an extended period. Accordingly, the Fund cannot assure you that the use of leverage will result in a higher yield or return to Common Shareholders. The income benefit from leverage will be reduced to the extent that the difference narrows between the net earnings on the Fund’s portfolio securities and its cost of leverage. Because of the costs of leverage, the Fund may incur losses even if the Fund has positive returns, if they are not sufficient to cover the costs of leverage. The Fund’s cost of leverage includes interest on borrowing or dividends paid on preferred

shares, if issued in the future as well as any one-time costs ( e.g. , issuance costs) and ongoing fees and expenses associated with such leverage.

The Fund has issued preferred shares in the past, but does not currently have any preferred shares outstanding. The Fund may issue preferred shares in the future to increase the Fund’s leverage.

Furthermore, the amount of fees paid to NFA (which in turn pays a portion of its fees to Spectrum) for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Fund’s Managed Assets—this may create an incentive for NFA and Spectrum to leverage the Fund.

The Fund may invest in the securities of other investment companies, which may themselves be leveraged and therefore present similar risks to those described above.

The Fund seeks to manage the risks associated with its use of financial leverage as described below under “How the Fund Manages Risk—Investment Portfolio and Capital Structure Strategies to Manage Leverage Risk.”

See “Risk Factors—Leverage Risk” and “Use of Leverage.”

Call Risk. The Fund may invest in preferred securities and debt instruments, which are subject to call risk. Preferred securities and debt instruments may be redeemed at the option of the issuer, or “called,” before their stated maturity date. In general, an issuer will call its preferred securities or debt instruments if they can be refinanced by issuing new instruments which bear a lower interest rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high-yielding preferred securities or debt instruments. The Fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. See “Risk Factors—Call Risk.”

Issuer Credit Risk. Issuers of preferred securities and debt instruments in which the Fund may invest may default on their obligations to pay dividends, principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of a preferred security or debt instrument experiencing non-payment and, potentially, a decrease in the net asset value of the Fund. There can be no assurance that liquidation of collateral would satisfy the issuer’s obligation in the event of non-payment of scheduled dividend, interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of an issuer, the Fund could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing a preferred security or debt instrument. To the extent that the credit rating assigned to a security in the Fund’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected. Preferred securities are subordinated borrowings to bonds and debt instruments in a company’s capital structure in terms of priority to corporate income and assets upon liquidation, and therefore will be subject to greater credit risk than those debt instruments. See “Risk Factors—Issuer Credit Risk.”

Non-U.S. Securities Risk. The Fund may invest up to 35% of its net assets in U.S. dollar denominated securities of non-U.S. issuers offered, traded or

listed in U.S. markets. Investments in securities of non-U.S. domiciled companies involve special risks not presented by investments in securities of U.S. companies, including the following: less publicly available information about non-U.S. domiciled companies or markets due to less rigorous disclosure or accounting standards or regulatory practices; the economies of non-U.S. countries may grow at slower rates than expected or may experience a downturn or recession; the impact of economic, political, social or diplomatic events; possible seizure of a company’s assets; and restrictions imposed by non-U.S. countries limiting the ability of non-U.S. domiciled issuers to make payments of principal and/or interest. These risks are more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region. To the extent the Fund invests in American Depositary Receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. See “Risk Factors—Non-U.S. Securities Risk.”

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline. See “Risk Factors—Inflation Risk.”

Derivatives Risk, including the Risk of Swaps. The Fund may enter into an interest rate swap or cap transaction to attempt to protect itself from increasing preferred share dividends, if issued in the future, or borrowing interest expenses resulting from increasing short-term interest rates. The Fund’s use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in the investments underlying the derivatives. If the Fund enters into a derivative transaction, it could lose more than the principal amount invested. Whether the Fund’s use of derivatives is successful will depend on, among other things, whether NFA and Spectrum correctly forecast market conditions, liquidity, market values, interest rates and other applicable factors. If NFA and Spectrum incorrectly forecast these and other factors, the investment performance of the Fund will be unfavorably affected.

Like most derivative instruments, the use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. In addition, the use of swaps requires an understanding by NFA and Spectrum of not only the rate or index, but also of the swap itself. The derivatives market is subject to a changing regulatory environment. It is possible that regulatory or other developments in the derivatives market could adversely affect the Fund’s ability to successfully use derivative instruments. See “Risk Factors—Derivatives Risk, Including the Risk of Swaps,” “Risk Factors—Counterparty Risk,” “Risk Factors—Hedging Risk” and the Statement of Additional Information.

Counterparty Risk. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives or other transactions supported by another party’s credit may affect the value of those instruments. Certain entities that have served as counterparties in the markets for these transactions have recently incurred significant losses and financial hardships, including bankruptcy, as a result of exposure to sub-prime mortgages and other lower quality credit investments that have

experienced recent defaults or otherwise suffered extreme credit deterioration. As a result, such hardships have reduced these entities’ capital and called into question their continued ability to perform their obligations under such transactions. By using derivatives or other transactions, the Fund assumes the risk that its counterparties could experience similar financial hardships. In the event of insolvency of a counterparty, the Fund may sustain losses or be unable to liquidate a derivatives position. See “Risk Factors—Counterparty Risk.”

Hedging Risk. The Fund’s use of derivatives or other transactions to reduce the portfolio’s exposure to increases in interest rates involves costs and will be subject to NFA and Spectrum’s ability to predict correctly changes in the relationships of such hedge instruments to the Fund’s portfolio holdings or other factors. No assurance can be given that NFA or Spectrum’s judgment in this respect will be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. See “Risk Factors—Hedging Risk.”

Reliance on Investment Adviser. The Fund is dependent upon services and resources provided by its investment adviser, NFA, and therefore the investment adviser’s parent, Nuveen Investments. Nuveen Investments has a substantial amount of indebtedness. Nuveen Investments, through its own business or the financial support of its affiliates, may not be able to generate sufficient cash flow from operations or ensure that future borrowings will be available in an amount sufficient to enable it to pay its indebtedness with scheduled maturities beginning in 2014 or to fund its other liquidity needs. Nuveen Investments’ failure to satisfy the terms of its indebtedness, including covenants therein, may generally have an adverse effect on the financial condition of Nuveen Investments.

Anti-Takeover Provisions. The Fund’s Declaration of Trust (the “Declaration”) and the Fund’s By-laws (the “By-laws”) include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then current market price of the Common Shares. See “Certain Provisions in the Declaration of Trust and By-Laws—Anti-Takeover Provisions” and “Risk Factors—Anti-Takeover Provisions.”

In addition, an investment in the Fund’s Common Shares raises other risks, which are more fully disclosed in the “Risk Factors” section of this Prospectus.

Distributions

The Fund pays monthly cash distributions to Common Shareholders at a level rate (stated in terms of a fixed cents per Common Share dividend rate) based on the projected performance of the Fund. The Fund’s ability to maintain a level Common Share dividend rate will depend on a number of factors, including dividends payable on preferred shares, if issued in the future. As portfolio and market conditions change, the rate of dividends on the Common Shares and the Fund’s dividend policy could change. For each year, the Fund will distribute all or substantially all of its net investment income (after it pays accrued dividends on any outstanding preferred

shares). In addition, the Fund intends to distribute, at least annually, the net capital gain (which is the excess of net long-term capital gain over net short-term capital loss) and taxable ordinary income, if any, to Common Shareholders so long as the net capital gain and taxable ordinary income are not necessary to pay accrued dividends on, or redeem or liquidate, any preferred shares, if issued in the future. You may elect to reinvest automatically some or all of your distributions in additional Common Shares under the Fund’s Dividend Reinvestment Plan.

If the Fund does not distribute all of its net capital gain for a taxable year, it will pay federal income tax on the retained gain. As provided under federal tax law, Common Shareholders of record as of the end of the Fund’s taxable year will include their attributable share of the retained gain in their income for the year as a long-term capital gain, will be deemed to have paid their proportionate shares of the tax paid by the Fund, and will be entitled to income tax credits or refunds for the tax deemed paid on their behalf by the Fund. The Fund will treat the retained capital gain amount as a substitute for equivalent cash distributions. See “Distributions” and “Dividend Reinvestment Plan.”

The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time.

Custodian and Transfer Agent

State Street Bank and Trust Company serves as custodian and transfer agent of the Fund’s assets. See “Custodian and Transfer Agent.”

Special Tax Considerations

The Fund may invest in preferred securities or other securities the federal income tax treatment of which may not be clear or may be subject to re-characterization by the Internal Revenue Service.

Voting Rights

The Fund has not currently, but may in the future, issue certain types of preferred securities. In that event, such preferred securities, voting as a separate class, would have the right to elect at least two trustees at all times and to elect a majority of the trustees in the event two full years’ dividends on the preferred shares are unpaid. In each case, the remaining trustees would be elected by holders of Common Shares and preferred shares voting together as a single class. The holders preferred shares would vote as a separate class or classes on certain other matters as required under the Declaration, the Investment Company Act of 1940, as amended (the “1940 Act”) and Massachusetts law. See “Description of Shares—Preferred Shares—Voting Rights” and “Certain Provisions in the Declaration of Trust.”

SUMMARY OF FUND EXPENSES

The purpose of the table below is to help you understand all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The table shows the expenses of the Fund as a percentage of the average net assets applicable to Common Shares, and not as a percentage of total assets or Managed Assets.


Shareholder Transaction Expenses (as a percentage of offering price)
Maximum Sales Charge		4.00	%
Offering Costs Borne by the Fund(1)		0.17	%

	As a Percentage of Net Assets Attributable to Common Shares(2)
Annual Expenses
Management Fees		1.17	%
Interest Payments on Borrowings(3)		0.53	%
Other Expenses		0.08	%
Acquired Fund Fees and Expenses		0.05	%

Total Annual Expenses		1.83	%

(1)	Assuming a Common Share offering price of $9.35 (the Fund’s closing price on the New York Stock Exchange on October 23, 2012.

(2)	Stated as percentages of average net assets attributable to Common Shares for the fiscal year ended July 31, 2012.

(3)	Interest Payments on Borrowings assumes an annual interest rate of 1.24% on a $427,000,000 borrowing and assumes no undrawn fee as the fund’s amount borrowed is equal to the maximum commitment amount.

The purpose of the table above is to help you understand all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. See “Management of the Fund—Investment Adviser.”

Examples

The following examples illustrate the expenses (including the applicable transaction fees, if any, and estimated offering costs of $1.70) that a shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. Each example assumes that all dividends and other distributions are reinvested in the Fund and that the Fund’s Annual Expenses, as provided above, remain the same. The examples also assume a 5% annual return.(1)

Example # 1 (At-the-Market Transaction)

The following example assumes a transaction fee of 1.00%, as a percentage of the offering price.


1 Year	3 Years		5 Years		10 Years
$30	$	69	$	110	$	224

Example # 2 (Underwriting Syndicate Transaction)

The following example assumes a transaction fee of 4.00%, as a percentage of the offering price.


1 Year	3 Years		5 Years		10 Years
$60	$	97	$	137	$	248

Example # 3 (Privately Negotiated Transaction)

The following example assumes there is no transaction fee.


1 Year	3 Years		5 Years		10 Years
$20	$	59	$	101	$	216

The examples should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown above.

(1)	The examples assume that all dividends and distributions are reinvested at Common Share net asset value. Actual expenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

FINANCIAL HIGHLIGHTS

The following Financial Highlights table is intended to help a prospective investor understand the Fund’s financial performance for the periods shown. Certain information reflects financial results for a single Common share of the Fund. The total returns in the table represent the rate an investor would have earned or lost on an investment in Common shares of the Fund (assuming reinvestment of all dividends). The information with respect to the fiscal year ended July 31, 2012 has been audited by Ernst & Young LLP, whose report for the fiscal year ended July 31, 2012, along with the financial statements of the Fund including the Financial Highlights for each of the periods indicated therein, are included in the Fund’s 2012 Annual Report. A copy of the 2012 Annual Report may be obtained from www.sec.gov or by visiting www.nuveen.com. The information contained in, or that can be accessed through, the Fund’s website is not part of this prospectus. Past results are not indicative of future performance.

The following per share data and ratios have been derived from information provided in the financial statements.

Selected data for a Common share outstanding throughout each period:


	Year Ended July 31,						Year Ended December 31,																					Year Ended July 31,
	2012			2011(f)			2010			2009			2008			2007			2006			2005			2004(g)			2004(i)			2003(h)
Per Share Operating Performance
Beginning Common Share Net Asset Value	$	8.77		$	8.64		$	7.67		$	5.42		$	11.57		$	14.66		$	14.77		$	15.66		$	15.32		$	14.97		$	14.33

Investment Operations:
Net Investment Income (Loss)(a)		0.69			0.37			0.69			0.69			1.18			1.34			1.33			1.34			0.60			1.42			1.02
Net Realized/Unrealized Gain (Loss)		0.32			0.15			0.93			2.29			(6.18	)		(2.96	)		(0.01	)		(0.69	)		0.50			0.37			0.79
Distributions from Net Investment Income to FundPreferred Shareholders(b)		0.00			0.00			0.00			0.00	*		(0.18	)		(0.34	)		(0.31	)		(0.18	)		(0.04	)		(0.08	)		(0.07	)
Distributions from Capital Gains to FundPreferred Shareholders(b)		0.00			0.00			0.00			0.00			0.00			(0.01	)		0.00			(0.02	)		(0.01	)		0.00			0.00

Total		1.01			0.52			1.62			2.98			(5.18	)		(1.97	)		1.01			0.45			1.05			1.71			1.74

Less Distributions:
Net Investment Income to Common Shareholders		(0.66	)		(0.39	)		(0.65	)		(0.70	)		(0.97	)		(1.04	)		(1.12	)		(1.16	)		(0.53	)		(1.32	)		(0.95	)
Capital Gains to Common Shareholders		0.00			0.00			0.00			0.00			0.00			(0.04	)		0.00			(0.18	)		(0.18	)		(0.04	)		0.00
Return of Capital to Common Shareholders		0.00			0.00			0.00			(0.03	)		0.00			(0.04	)		0.00			0.00			0.00			0.00			0.00

Total		(0.66	)		(0.39	)		(0.65	)		(0.73	)		(0.97	)		(1.12	)		(1.12	)		(1.34	)		(0.71	)		(1.36	)		(0.95	)

Offering Costs and FundPreferred Share Underwriting Discounts		0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			(0.15	)
Ending Common Share Net Asset Value	$	9.12		$	8.77		$	8.64		$	7.67		$	5.42		$	11.57		$	14.66		$	14.77		$	15.66		$	15.32		$	14.97

Ending Market Value	$	9.34		$	8.07		$	7.90		$	7.25		$	5.04		$	10.81		$	15.12		$	12.80		$	14.40		$	14.61		$	14.65
Total Returns:
Based on Market Value(c)		25.17	%		7.02	%		18.31	%		63.90	%		(47.49	)%		(22.24	)%		27.75	%		(2.06	)%		3.34	%		8.98	%		4.02	%
Based on Common Share Net Asset Value(c)		12.32	%		5.99	%		21.99	%		61.22	%		(47.58	)%		(14.32	)%		7.09	%		3.01	%		6.94	%		11.60	%		11.22	%


	Year Ended July 31,						Year Ended December 31,																					Year Ended July 31,
	2012			2011(f)			2010			2009			2008			2007			2006			2005			2004(g)			2004(i)			2003(h)
Ratios/Supplemental Data
Ending Net Assets Applicable to Common Shares (000)	$	1,097,385		$	1,055,468		$	1,039,917		$	922,354		$	649,377		$	1,386,125		$	1,753,392		$	1,765,543		$	1,872,283		$	1,830,878		$	1,789,809
Ratios to Average Net Assets Applicable to Common Shares
Before Reimbursement:(e)
Expenses		1.80	%		1.58	%**		1.59	%		1.82	%		1.96	%		1.45	%		1.42	%		1.40	%		1.40	%**		1.41	%		1.99	%**
Net Investment Income (Loss)		8.13	%		7.21	%**		8.29	%		11.27	%		12.02	%		9.35	%		8.72	%		8.32	%		8.69	%**		8.64	%		7.59	%**
Ratios to Average Net Assets Applicable to Common Shares
After Reimbursement:(d)(e)
Expenses		N/A			N/A			1.51	%		1.64	%		1.59	%		1.00	%		0.95	%		0.94	%		0.94	%**		0.95	%		1.54	%**
Net Investment Income (Loss)		N/A			N/A			8.37	%		11.45	%		12.39	%		9.80	%		9.19	%		8.78	%		9.14	%**		9.10	%		8.04	%**
Portfolio Turnover Rate		19	%		7	%		25	%		27	%		18	%		31	%		34	%		17	%		6	%		19	%		35	%
FundPreferred Shares at End of Period:
Aggregate Amount Outstanding (000)	$	—		$	—		$	—		$	—		$	130,000		$	800,000		$	800,000		$	800,000		$	800,000		$	800,000		$	800,000
Liquidation Value Per Share	$	—		$	—		$	—		$	—		$	25,000		$	25,000		$	25,000		$	25,000		$	25,000		$	25,000		$	25,000
Asset Coverage Per Share	$	—		$	—		$	—		$	—		$	149,880		$	68,316		$	79,794		$	80,173		$	83,509		$	82,215		$	80,932
Borrowings at End of Period:
Aggregate Amount Outstanding (000)	$	427,000		$	308,800		$	300,000		$	289,500		$	165,200		$	—		$	—		$	—		$	—		$	—		$	—
Asset Coverage Per $1000	$	3,570		$	4,418		$	4,466		$	4,186		$	5,718		$	—		$	—		$	—		$	—		$	—		$	—

(a)	Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)	The amounts shown are based on Common share equivalents.

(c)

Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.

Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.

(d)	After expense reimbursement from the Adviser, where applicable. As of September 30, 2010, the Adviser is no longer reimbursing the Fund for any fees and expenses.

(e)

Ratios do not reflect the effect of dividend payments to FundPreferred shareholders, where applicable; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to FundPreferred Shares and/or borrowings, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Fund’s net cash on deposit with the custodian bank, where applicable. Each ratio includes the effect of all interest expense paid and other costs related to borrowings, where applicable as follows:


Ratios of Borrowings Interest Expense to Average Net Assets Applicable to Common Shares
Year Ended 7/31:
2012	0.55	%
2011(f)	0.37	**

Year Ended 12/31:
2010	0.39
2009	0.59
2008	0.30
2007	—
2006	—
2005	—
2004(g)	—

Year Ended 7/31:
2004	—
2003(h)	—

(f)	For the seven months ended July 31, 2011.

(g)	For the five months ended December 31, 2004.

(h)	For the period September 24, 2002 (commencement of operations) through July 31, 2003.

(i)	The Fund changed its method of presentation for net interest expense on interest rate swap transactions. The effect of the reclassification for the fiscal year ended July 31, 2004 is as follows:


Increase of Net Investment Income per share with a corresponding decrease in Net Realized/Unrealized Investment Gain (Loss)	$	0.11
Decrease in each of the Ratios of Expenses to Average Net Assets Applicable to Common Shares with a corresponding increase in each of the Ratios of Net Investment Income to Average Net Assets Applicable to Common Shares		0.71	%

N/A	The Fund no longer has a contractual reimbursement agreement with the Adviser.

*	Rounds to less than $.01 per share.

**	Annualized.

TRADING AND NET ASSET VALUE INFORMATION

The following table shows for the periods indicated: (i) the high and low sales prices for the Common Shares reported as of the end of the day on the NYSE, (ii) the high and low net asset values of the Common Shares, and (iii) the high and low of the discount or premium to net asset value (expressed as a percentage) of the Common Shares.


	Price				Net Asset Value				Premium/Discount to Net Asset Value
Fiscal Quarter Ended	High		Low		High		Low		High			Low
July 2012	$	9.42	$	8.21	$	9.12	$	8.60		3.63	%		-4.53	%
April 2012	$	8.92	$	8.44	$	8.84	$	8.51		3.73	%		-3.96	%
January 2012	$	8.47	$	7.66	$	8.50	$	8.06		0.24	%		-5.43	%
October 2011	$	8.19	$	7.08	$	8.86	$	7.85		-2.71	%		-13.66	%
July 2011	$	8.66	$	8.06	$	9.08	$	8.77		-4.42	%		-8.97	%
April 2011	$	8.28	$	8.00	$	8.98	$	8.72		-6.57	%		-9.30	%
January 2011	$	8.61	$	7.54	$	8.82	$	8.44		-2.38	%		-10.84	%
October 2010	$	8.68	$	8.07	$	8.80	$	8.29		-0.35	%		-4.44	%
July 2010	$	8.04	$	6.79	$	8.27	$	7.64		-2.33	%		-11.75	%
April 2010	$	7.97	$	7.21	$	8.30	$	7.80		-2.00	%		-8.62	%
January 2010	$	7.55	$	6.71	$	7.96	$	7.25		-2.90	%		-9.32	%
October 2009	$	7.27	$	6.54	$	7.45	$	6.73		4.16	%		-7.35	%

The last reported net asset value per share, the market price and percentage discount to net asset value per share of the Fund’s common shares on October 23, 2012 was $9.54, $9.35 and 1.99%, respectively. As of September 30, 2012, the Fund had 120,376,176 Common Shares outstanding and net assets applicable to Common Shares of $1,130,628,648.

THE FUND

The Fund is a non-diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a Massachusetts business trust on June 24, 2002, pursuant to a Declaration of Trust (the “Declaration”) governed by the laws of the Commonwealth of Massachusetts. On September 27, 2002, the Fund issued an aggregate of 108,600,000 Common Shares of beneficial interest, par value $0.01 per share, pursuant to the initial public offering thereof. On October 3, 2002, the Fund issued an additional 8,000,000 common shares in connection with the partial exercise by the underwriters of the over-allotment option. On October 18, 2002 and November 13, 2002,the Fund issued 24,000 and 8,000 FundPreferred shares, respectively. As of December 31, 2009, all of the Fund’s FundPreferred Shares have been redeemed.

The Fund’s Common Shares trade on the New York Stock Exchange (the “Exchange”) under the symbol “JPS.” The Fund’s principal office is located at 333 West Wacker Drive, Chicago, Illinois 60606, and its telephone number is (800) 257-8787.

The following provides information about the Fund’s outstanding shares as of September 30, 2012:

Title of Class

Amount
Authorized

Amount Held
by the Fund or
for its Account

Amount
Outstanding

Common

unlimited

120,376,176

Preferred

unlimited

USE OF PROCEEDS

The net proceeds from the issuance of Common Shares hereunder will be used by the Fund to invest in securities in accordance with the Fund’s investment objectives and policies as stated below. It is presently anticipated that the Fund will be able to invest substantially all of such proceeds in securities that meet the Fund’s investment objectives and policies within one month from the date on which the proceeds from an offering are received by the Fund. Pending such investment, it is anticipated that the proceeds will be invested in short-term or long-term securities issued by the U.S. Government and its agencies or instrumentalities or in high quality, short-term money market instruments. See “Risk Factors—Leverage Risk” and “Use of Leverage.”

THE FUND’S INVESTMENTS

Investment Objectives

The Fund’s primary investment objective is high current income consistent with capital preservation. The Fund’s secondary objective is to enhance portfolio value relative to the market for preferred securities by investing in (i) securities that the Fund’s sub-adviser believes are underrated or undervalued or (ii) sectors that the Fund’s sub-adviser believes are undervalued. The Fund’s objectives are considered fundamental and may not be changed without shareholder approval. There can be no assurance that the Fund’s investment objectives will be achieved.

Investment Philosophy

Spectrum’s investment philosophy is centered on several underlying themes:

Income Orientation. Over time the primary contributor to the total return of Spectrum’s strategy comes from providing high levels of current income.

High Quality Credit Focus. Spectrum believes there is a potential advantage to investing in subordinated preferred securities of strong, highly rated issuers as opposed to owning the senior debt of what Spectrum considers to be weak, deteriorating issuers.

The Preferred Securities Market. Since its founding in 1987, Spectrum has focused on utilizing preferred securities, which during some periods have been the highest yielding investment grade issues in the U.S. capital markets, to meet its clients’ investment objectives. Past performance of preferred securities is no guarantee of future results of such securities or of the Fund.

Investment Process

Spectrum’s investment process focuses on:

Macroeconomic and Credit Analysis. Spectrum’s process begins by utilizing its in-house research capabilities and external credit sources such as Moody’s, Fitch and S&P to identify economic sectors, industries and companies that Spectrum believes have a stable or improving credit profile.

Security Selection. Spectrum employs a value-oriented style with a focus on choosing preferred securities that it believes are attractive relative to both other preferred securities and to the same issuer’s senior debt. Features such as yield, call protection, subordination and liquidity are analyzed to justify inclusion within the portfolio.

Diversification. Spectrum will seek to invest in a large number of different industries and issuers within both the financial services sector and within other areas of the economy in order to help to insulate the portfolio from events that affect any particular company or sector.

Trading Opportunities. While income is the primary objective of the Fund, Spectrum will also seek to enhance portfolio value by trading to take advantage of inefficiencies found in the preferred securities market. This often entails selling securities Spectrum deems to be overvalued and buying what Spectrum considers to be undervalued securities.

Full Investment. Spectrum’s general strategy is to remain primarily invested in taxable preferred securities; although, it may at times use permitted temporary investments to adopt a defensive strategy if in its opinion such strategy is warranted by market conditions.

Investment Policies

As a non-fundamental policy, under normal circumstances, the Fund invests at least 80% of its Managed Assets in preferred securities. Under normal circumstances, the Fund’s portfolio of preferred securities consists of both fixed rate preferred and adjustable rate preferred securities.

Also as a non-fundamental policy, the use of derivatives for purposes of hedging the portfolio is restricted to reducing the portfolio’s exposure to increases in interest rates. In addition, the Fund, in implementing its hedging strategies, may enter into futures transactions with a notional principal amount that will not exceed 35% of its Managed Assets, and may invest in options on futures the premiums for which will not exceed 0.5% of Managed Assets in any calendar quarter.

Additionally, the Fund normally invests 100% of its Managed Assets in securities that, at the time of investment, are rated within the four highest grades by all NRSROs that rate such security or are unrated but judged to be of comparable quality by Spectrum ( i.e. , investment grade), which may include up to 10% in securities that are rated investment grade by at least one NRSRO and below investment grade by another NRSRO (sometimes called, “split-rated”).

In addition, under normal circumstances, the Fund may:

•

invest up to 35% of its Managed Assets in U.S. dollar denominated securities of non-U.S. issuers offered, traded or listed in U.S. markets;

•

invest up to 20% of its Managed Assets in debt securities, including convertible debt securities and convertible preferred securities; and

•

invest up to 10% of its Managed Assets in illiquid securities, although the Fund has no current intention to invest in such securities.

Investment grade quality securities are those rated within the four highest grades by all NRSROs that rate such security or that are unrated but judged to be of comparable quality by Spectrum. Investment grade securities may include split-rated securities. A general description of Moody’s, S&P’s and Fitch’s ratings of securities is set forth in Appendix A to the SAI.

The foregoing credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security in the event that a rating agency downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell such a security, Spectrum may consider such factors as Spectrum’s assessment of the credit quality of the issuer of such security, the price at which such security could be sold and the rating, if any, assigned to such security by other rating agencies.

Other Policies

assets in short-term investments including high quality, short-term debt securities (or in securities of other open- or closed-end investment companies that invest primarily in preferred securities of the types in which the Fund may invest directly).

The Fund’s objectives and certain investment policies specifically identified in the SAI as such are considered fundamental and may not be changed without shareholder approval. See “Investment Restrictions” in the SAI. All of the Fund’s other investment policies, including as noted above, are not considered to be fundamental by the Fund and can be changed by the Board of Trustees without a vote of the outstanding shareholders.

The Fund’s policy of investing at least 80% of its Managed Assets in preferred securities is not considered to be fundamental. The Fund’s policy that the use of derivatives for purposes of hedging the portfolio will be restricted to reducing the portfolio’s exposure to increases in interest rates is also not considered to be fundamental. As such, these policies can be changed without a vote of the outstanding shareholders. However, such investment policy may only be changed by the Board of Trustees following the provision of 60 days’ prior written notice to such shareholders.

The Fund cannot change its investment objectives without the approval of the holders of a “majority of the outstanding” Common Shares and preferred shares, if issued in the future, voting together as a single class, and of the holders of a “majority of the outstanding” preferred shares, if issued in the future, voting as a separate class. When used with respect to particular shares of the Fund, a “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy, or (ii) more than 50% of the shares, whichever is less. See “Description of Shares—Preferred Shares—Voting Rights” for additional information with respect to the voting rights of holders of preferred shares.

Portfolio Contents

Preferred Securities. The Fund invests in preferred securities. Not all preferred securities pay dividends that are eligible for the dividends received deduction or for treatment as qualified dividend income. The Fund intends to invest primarily in preferred securities (often referred to as “hybrid” preferred securities) the payments on which do not qualify for the dividends received deduction for corporate shareholders or for treatment as qualified dividend income for noncorporate shareholders (“non-DRD preferred securities”). Pursuant to the dividends received deduction, corporations may generally deduct 70% of certain dividend income they receive. Corporate shareholders of a regulated investment company like the Fund generally are permitted to claim a deduction with respect to that portion of their distributions attributable to amounts received by the regulated investment company that qualify for the dividends received deduction. For taxable years beginning before January 1, 2013, qualified dividend income is taxable to noncorporate shareholders at reduced rates, and shareholders of a regulated investment company like the Fund generally are permitted to treat as qualified dividend income that portion of distributions attributable to the qualified dividend income of the regulated investment company. Each shareholder should assume that no significant portion of the distributions it receives from the fund will qualify for the dividends received deduction or as qualified dividend income. These types of non-DRD preferred securities typically offer additional yield spread versus other types of preferred securities due to this lack of special tax treatment.

which are typically callable at par value five years after their original issuance date. The institutional segment is typified by $1,000 par value securities that are not exchange-listed, which trade and are quoted on an “accrued income” basis, and which typically have a minimum of 10 years of call protection (at premium prices) from the date of their original issuance.

Non-DRD preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, non-DRD preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without triggering an event of default. Generally, the deferral period is five years or more. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments for extended periods of time without adverse consequence to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when cumulative payments on the non-DRD preferred securities have not been made), these non-DRD preferred securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. Non-DRD preferred securities have many of the key characteristics of equity due to their subordinated position in an issuer’s capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.

Non-DRD preferred securities include but are not limited to:

•

trust originated preferred securities;

•

monthly income preferred securities;

•

quarterly income bond securities;

•

quarterly income debt securities;

•

quarterly income preferred securities;

•

corporate trust securities;

•

public income notes; and

•

other trust preferred securities.

Non-DRD preferred securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a specified time without any adverse consequence to the issuer. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends payable. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer default on its obligations under such a security, the amount of dividends the Fund pays may be adversely affected.

Many non-DRD preferred securities are issued by trusts or other special purpose entities established by operating companies, and are not a direct obligation of an operating company. At the time a trust or special purpose entity sells its preferred securities to investors, the trust or special purpose entity purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated as transparent for federal income tax purposes such that the holders of the non-DRD preferred securities are treated as owning beneficial interests in the underlying debt of the operating company. Accordingly, payments of the non-DRD preferred securities are treated as interest rather than dividends for federal income tax purposes and, as such, are not eligible for the dividends received deduction or for treatment as qualified dividend income. The trust or special purpose entity in turn would be a holder of the operating company’s debt and would have priority with respect to

the operating company’s earnings and profits over the operating company’s common shareholders, but would typically be subordinated to other classes of the operating company’s debt. Typically a taxable preferred share has a rating that is slightly below that of its corresponding operating company’s senior debt securities.

Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and Common Sharess. Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of Common Shares or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or Common Shares attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or accrued on preferred securities, until the security matures or is redeemed, converted or exchanged. The market value of a convertible security generally is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature ( i.e. , a comparable nonconvertible fixed-income security). The investment value is determined by, among other things, reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or a preferred security in the sense that its market value will not be influenced greatly by fluctuations in the market price of the underlying security into which it can be converted. Instead, the convertible security’s price will tend to move in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is significantly above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying stock. In that case, the convertible security’s price may be as volatile as that of the Common Shares. Because both interest rate and market movements can influence its value, a convertible security is not generally as sensitive to interest rates as a similar fixed-income security, nor is it generally as sensitive to changes in share price as its underlying stock. The Fund’s investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid—that is, the Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund. The Fund’s investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into Common Shares or other equity securities (of the same or a different issuer) at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. For issues where the conversion of the security is not at the option of the holder, the Fund may be required to convert the security into the underlying Common Shares even at times when the value of the underlying Common Shares or other equity security has declined substantially. In addition, some convertibles are often rated below investment-grade or are not rated, and therefore may be considered speculative investments. The credit rating of a company’s convertible securities is generally lower than that of its conventional debt securities. Convertibles are normally considered “junior” securities—that is, the company usually must pay interest on its conventional corporate debt before it can make payments on its convertible securities. Some convertibles are particularly sensitive to interest rate changes when their predetermined conversion price is much higher than the issuing company’s Common Shares.

reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation; withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects. The Fund may invest directly in dollar-denominated securities issued by non-U.S. companies. The Fund may also invest in non-U.S. securities by purchasing depositary receipts, denominated in U.S. dollars, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities representing indirect ownership interests in the securities of non-U.S. companies, including New York Shares. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR or GDR representing ownership of Common Shares will be treated as Common Shares. ADRs, EDRs and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. companies, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. companies’ stock, the Fund avoids currency risks during the settlement period. Some ADRs may not be sponsored by the issuer. Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”) and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation. Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if the Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security. Whether a sponsored or unsponsored facility, there is no assurance that either would pass through to the holders of the receipts voting rights with respect to the deposited securities. In considering whether to invest in the securities of a non-U.S. company, the portfolio managers consider such factors as the characteristics of the particular company, differences between economic trends, and the performance of securities markets within the United States and those within other countries. The portfolio managers also consider factors relating to the general economic, governmental and social conditions of the country or countries where the company is located. Securities transactions conducted outside the United States may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the United States, (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.

banks, savings institutions, finance companies, diversified financial services companies, investment banking firms, securities brokerage houses, investment advisory companies, leasing companies, insurance companies and companies providing similar services.

Common Stock. Common Stock acquired by the Fund pursuant to a convertible feature will be subject to the 20% limitation noted above. Common stock generally represents an ownership interest in an issuer.

Derivatives. The Fund may engage in hedging and other transactions from time to time for the purpose of hedging some of its portfolio. The use of derivatives for purposes of hedging the portfolio will be restricted to reducing the portfolio’s exposure to increases in interest rates. The specific derivative instruments will be limited to (A) U.S. Treasury security or U.S. Government Agency security futures contracts and (B) options on U.S. Treasury security or U.S. Government Agency security futures contracts. All such instruments must be traded and listed on an exchange. The positions in derivatives will be marked-to-market daily at the closing price established on the exchange. The Fund, in implementing its hedging strategies, may enter into futures transactions with a notional principal amount that will not exceed 35% of its Managed Assets, and may invest in options on futures the purchase price for which will not exceed 0.5% of Managed Assets in any calendar quarter. See “Other Policies” in the Fund’s Statement of Additional Information for further information on hedging transactions.

The Fund has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” with the CFTC and the National Futures Association, which regulate trading in the futures markets. As a result of the Trust’s filing with the CFTC and the National Futures Association, the Trust, its officers and directors are not subject to the registration requirements of the Commodity Exchange Act, as amended (the “CEA”), and are not subject to regulation as commodity pool operators under the CEA. The Trust reserves the right to engage in transactions involving futures and options thereon to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Fund’s policies.

There is no assurance that these derivative strategies will be available at any time or that Spectrum will determine to use them for the Fund or, if used, that the strategies will be successful.

Illiquid Securities. While the Fund does not currently intend to invest in illiquid securities ( i.e. , any security which cannot be sold or disposed of in the ordinary course of business within seven (7) days at the approximate price at which the client account values the security), it may invest up to 10% of its Managed Assets in illiquid securities. For this purpose, illiquid securities include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) but that are deemed to be illiquid, and repurchase agreements with maturities in excess of seven days. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid or illiquid for purposes of this 10% limitation. The Board of Trustees has delegated to Spectrum and NFA the day-to-day determination of the illiquidity of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed Spectrum and NFA to look for such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; the amount of time normally needed to dispose of the security; and the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof ( e.g. , certain repurchase obligations and demand instruments), and (iii) other permissible relevant factors.

Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act. Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement.

If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell. To the extent that the Board of Trustees or its delegate determines that the price of any illiquid security provided by the pricing service is inappropriate, such security will be priced at a fair value as determined in good faith by the Board of Trustees or its delegate. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the Fund should be in a position where more than 10% of the value of its Managed Assets is invested in illiquid securities, including restricted securities that are not readily marketable, the Fund will take such steps as are deemed advisable, if any, to protect liquidity.

Cash Equivalents and Short-Term Investments. Upon Spectrum’s recommendation, during temporary defensive periods and in order to keep the Fund’s cash fully invested, the Fund may deviate from its investment objectives and may invest any percentage of its net assets in short-term investments including high quality, short-term debt securities (or in securities of other open- or closed-end investment companies that invest primarily in preferred securities of the types in which the Fund may invest directly).

When-Issued and Delayed Delivery Transactions. The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date. This type of transaction may involve an element of risk because no interest accrues on the securities prior to settlement and, because securities are subject to market fluctuations, the value of the securities at time of delivery may be less (or more) than cost. A separate account of the Fund will be established with its custodian consisting of cash equivalents or liquid securities having a market value at all times at least equal to the amount of the commitment.

Other Investment Companies . The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (“ETFs”) that invest primarily in securities of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its Managed Assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or other pooled investment vehicles either during periods when it has large amounts of uninvested cash, such as the period shortly after the Fund receives the proceeds of the offering of its Common Shares or Borrowings. The Fund may invest in investment companies that are advised by the NFA, Spectrum or their respective affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the Securities and Exchange Commission. The Fund has not received or applied for, nor does it currently intend to apply for, any such relief. As a stockholder in an investment company, the Fund will bear its ratable share of that investment company’s expenses, and would remain subject to payment of the Fund’s advisory and administrative fees with respect to assets so invested. Common shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies.

Spectrum will take expenses into account when evaluating the investment merits of an investment in an investment company relative to available security investments. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to the same leverage risks described herein. As described in the section entitled “Risk Factors,” the net asset value and market value of leveraged shares will be more volatile and the yield to Common Shareholders will tend to fluctuate more than the yield generated by unleveraged shares.

Portfolio Turnover

transactional expenses that are borne by the Fund. Although these commissions and expenses are not reflected in the Fund’s “Total Annual Expenses” [on page 13] of this prospectus, they will be reflected in the Fund’s total return. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. See “Tax Matters.”

USE OF LEVERAGE

The amounts and forms of leverage used by the Fund may vary with prevailing market or economic conditions. The timing and terms of any leverage transactions is determined by the Fund’s Board of Trustees. Currently, the Fund employs financial leverage through bank borrowings. The Fund has entered into a prime brokerage facility with BNP Paribas Prime Brokerage, Inc. The Fund’s maximum commitment amount under these borrowings is $427,000,000. Interest is charged on the Fund’s borrowings at 3-Month London Inter-Bank Offered Rate (“LIBOR”) plus 0.85% on the amounts borrowed and 0.50% on the undrawn balance. For the fiscal year ended July 31, 2012, the average daily balance outstanding and average annual interest rate on the Fund’s borrowings were $377,395,082 and 1.35%, respectively.

Following an offering of additional Common Shares from time to time, the Fund’s leverage ratio will decrease as a result of the increase in net assets attributable to Common Shares. The Fund’s leverage ratio may decline further to the extent that the net proceeds of an offering of Common Shares are used to reduce the Fund’s financial leverage. A lower leverage ratio may result in lower (higher) returns to Common Shareholders over a period of time to the extent that net returns on the Fund’s investment portfolio exceed (fall below) its cost of leverage over that period, which lower (higher) returns may impact the level of the Fund’s distributions. See “Risk Factors—Leverage Risk.”

The Fund has issued preferred shares in the past, but does not currently have any preferred shares outstanding. The Fund may issue preferred shares in the future to increase the Fund’s leverage.

Changes in the value of the Fund’s portfolio, including costs attributable to Borrowings or preferred shares, if any, will be borne entirely by the Common Shareholders. If there is a net decrease (or increase) in the value of the Fund’s investment portfolio, the leverage will decrease (or increase) the net asset value per Common Share to a greater extent than if the Fund were not leveraged.

Given the current economic and debt market environment with historically low short-term to intermediate-term interest rates, the Fund may use derivatives such as interest rate swaps, with terms that may range from one to seven years, to fix the effective rate paid on a significant portion of the Fund’s leverage. The interest rate swap program, if implemented, will seek to achieve potentially lower leverage costs over an extended period. This strategy would enhance common shareholder returns if short-term interest rates were to rise over time to exceed on average the effective fixed interest rate for that time period. This strategy, however, would add to effective leverage costs immediately (because the effective swap costs would likely be higher than current benchmark adjustable short term rates) and would increase overall leverage costs over the entirety of any such time period, in the event that short-term interest rates do not rise sufficiently during the period to exceed on average the effective fixed interest rate for that time period.

The Fund pays NFA a management fee based on a percentage of net assets. Net assets for this purpose include the proceeds realized from the Fund’s use of financial leverage. See “Management of the Fund—Investment Management and Sub-Advisory Agreements.” NFA will base its decision whether and how much to leverage the Fund based solely on its assessment of whether such use of leverage will advance the Fund’s investment objective. NFA will be responsible for using leverage to achieve the Fund’s investment objective. However, the fact that a decision to increase the Fund’s leverage will have the effect of increasing net assets and therefore NFA’s management fee means that NFA may have an incentive to increase the Fund’s use of leverage. NFA will seek to manage that incentive by only increasing the Fund’s use of leverage when it determines that

such increase is consistent with the Fund’s investment objective, and by periodically reviewing the Fund’s performance and use of leverage with the Fund’s Board of Trustees.

Under the 1940 Act, the Fund generally is not permitted to issue commercial paper or notes or borrow unless immediately after the borrowing or commercial paper or note issuance the value of the Fund’s total assets less liabilities other than the principal amount represented by commercial paper, notes or borrowings, is at least 300% of such principal amount. If the Fund borrows, the Fund intends, to the extent possible, to prepay all or a portion of the principal amount of any outstanding commercial paper, notes or borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default and entitle the debt holders to elect a majority of the Board of Trustees.

Under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance, the value of the Fund’s asset coverage is at least 200% of the liquidation value of the outstanding preferred shares ( i.e ., such liquidation value may not exceed 50% of the Fund’s asset coverage). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration, the value of the Fund’s asset coverage less liabilities other than borrowings is at least 200% of such liquidation value. If preferred shares are issued in the future, the Fund intends, to the extent possible, to purchase or redeem preferred shares from time to time to the extent necessary in order to maintain coverage of any preferred shares. Though it does not currently, if the Fund were to have preferred shares outstanding, two of the Fund’s trustees would be elected by the holders of preferred shares, voting separately as a class. The remaining trustees of the Fund would be elected by holders of Common Shares and preferred shares voting together as a single class. In the event the Fund would fail to pay dividends on for two years, preferred shareholders would be entitled to elect a majority of the trustees of the Fund.

The Fund may be subject to certain restrictions imposed by either guidelines of one or more rating agencies that may issue ratings for commercial paper or notes, preferred shares, or, if the Fund borrows from a lender, by the lender. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. It is not anticipated that these covenants or guidelines will impede NFA and Spectrum from managing the Fund’s portfolio in accordance with the Fund’s investment objectives and policies. In addition to other considerations, to the extent that the Fund believes that the covenants and guidelines required by the rating agencies or lenders would impede its ability to meet its investment objective, or if the Fund is unable to obtain the rating on borrowings (expected to be at least AA/Aa or the equivalent short-term ratings) or preferred shares (also expected to be at least AA/Aa), the Fund will not incur borrowings or issue preferred shares.

Assuming the utilization of leverage through borrowings in the aggregate amount of approximately 29.00% of the Fund’s Managed Assets, at a combined interest or payment rate of 1.35% payable on such leverage, the income generated by the Fund’s portfolio (net of non-leverage expenses) must exceed 0.39% in order to cover such interest or payment rates and other expenses specifically related to borrowing. Of course, these numbers are merely estimates, used for illustration. Actual interest or payment rates may vary frequently and may be significantly higher or lower than the rate estimated above.

The Fund may also borrow money for repurchase of its shares or as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Common Share total return, assuming investment portfolio total returns (comprised of income and changes in the value of bonds held in the Fund’s portfolio net of expenses) at the assumed portfolio total return rates provided in the table. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns expected to be experienced by the Fund. The table

further reflects the use of borrowings representing 29.00% of the Fund’s total capital and the Fund’s currently projected annual dividend rate, borrowing interest rate or payment rate set by an interest rate transaction of 1.35%. See “Risk Factors—Leverage Risk” and “Use of Leverage.”


Assumed Portfolio Total Return	-10.00%	-5.00%	0.00%	5.00%	10.00%
Common Share Total Return	-14.64%	-7.59%	-0.55%	6.49%	13.53%

Common Share total return is composed of two elements—the Common Share dividends paid by the Fund (the amount of which is largely determined by the net investment income of the Fund after paying interest on any borrowings) and gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer capital losses than capital appreciation.

RISK FACTORS

Risk is inherent in all investing. Investing in any investment company security involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Therefore, before investing you should consider carefully the following risks that you assume when you invest in Common Shares.

Investment and Market Risk

An investment in the Fund’s Common Shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in Common Shares represents an indirect investment in the securities owned by the Fund, substantially all of which are traded on a national securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably.

Market Discount from Net Asset Value

Shares of closed-end investment companies like the Fund have during some periods traded at prices higher than net asset value and have during other periods traded at prices lower than net asset value. The Fund cannot predict whether Common Shares will trade at, above or below net asset value. This characteristic is a risk separate and distinct from the risk that the Fund’s net asset value could decrease as a result of investment activities. Investors bear a risk of loss to the extent that the price at which they sell their shares is lower in relation to the Fund’s net asset value than at the time of purchase, assuming a stable net asset value. Proceeds from the sale of Common Shares in this offering will be reduced by transaction costs (if applicable, which vary depending on the offering method used). Depending on the premium of the Common Shares at the time of any offering of Common Shares hereunder, the Fund’s net asset value may be reduced by an amount up to the offering costs borne by the Fund (estimated to be an additional 0.17% of the offering price assuming a Common Share offering price of $9.35 (the Fund’s closing price on the Exchange on October 23, 2012)).

Interest Rate Risk

Interest rate risk is the risk that the fixed-rate securities in which the Fund invests, such as preferred and debt securities, will fluctuate in value with changes in interest rates. In general, fixed-rate securities will increase in value when interest rates fall and decrease in value when interest rates rise. Longer-term fixed-rate securities are generally more sensitive to interest rate changes. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term securities generally fluctuate more than prices of shorter-term securities as interest rates change. The Fund’s use of leverage, as described herein, will also tend to increase Common Share interest rate risk.

Reinvestment Risk

Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called bonds at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Common Shares’ market price or their overall returns.

Preferred Securities Risks

There are special risks associated with investing in preferred securities:

Limited voting rights. Generally, preferred security holders (such as the fund) have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights.

In the case of certain preferred securities, holders generally have no voting rights, except (i) if the issuer fails to pay dividends for a specified period of time or (ii) if a declaration of default occurs and is continuing. In such an event, preferred security holders generally would have the right to appoint and authorize a trustee to enforce the trust or special purpose entity’s rights as a creditor under the agreement with its operating company.

Special redemption rights. In certain circumstances, an issuer of preferred securities may redeem the securities prior to their stated maturity date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws. As with call provisions, a redemption by the issuer may negatively impact the return of the security held by the fund.

Payment deferral. Generally, preferred securities may be subject to provisions that allow an issuer, under certain conditions, to skip (“non-cumulative” preferred securities) or defer (“cumulative” preferred securities) distributions. Non-cumulative preferred securities can defer distributions indefinitely. Cumulative preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions payments for up to 10 years. If the fund owns a preferred security that is deferring its distribution, the fund may be required to report income for tax purposes while it is not receiving any income.

Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure and therefore are subject to greater credit risk than those debt instruments.

Liquidity. Preferred securities may be substantially less liquid than many other securities, such as U.S. government securities or Common Shares.

Financial services industry. The preferred securities market is comprised predominately of securities issued by companies in the financial services industry. Therefore, preferred securities present substantially increased risks at times of financial turmoil, which could affect financial services companies more than companies in other sectors and industries.

Tax risk. The Fund may invest in preferred securities or other securities the federal income tax treatment of which may not be clear or may be subject to re-characterization by the Internal Revenue Service. It could be more difficult for the Fund to comply with the tax requirements applicable to regulated investment companies if the tax characterization of the Fund’s investments or the tax treatment of the income from such investments were successfully challenged by the Internal Revenue Service.

Regulatory risk. Issuers of preferred securities may be in industries that are heavily regulated and that may receive government funding. The value of preferred securities issued by these companies may be affected by changes in government policy, such as increased regulation, ownership restrictions, deregulation or reduced government funding.

Convertible Security Risk

Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to certain additional risks that are typically associated with debt. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value also tends to reflect the market price of the Common Shares of the issuing company. Convertible securities are also exposed to the risk that an issuer is unable to meet its obligation to make dividend or interest and principal payments when due as a result of changing financial or market conditions.

Leverage Risk

Leverage risk is the risk associated with the use of the Fund’s borrowings, outstanding preferred shares, if issued in the future, to leverage the Common Shares. There can be no assurance that the Fund’s leveraging strategy will be successful. Because the preferred shares in which the Fund invests generally pay fixed rates of interest while the Fund’s costs of leverage generally fluctuate with short- to intermediate-term yields, the incremental earnings from leverage will vary over time. However, the Fund may use derivatives, such as interest rate swaps, to fix the effective rate paid on all or a portion of the Fund’s leverage in an effort to lower leverage costs over an extended period. Accordingly, the Fund cannot assure you that the use of leverage will result in a higher yield or return to Common Shareholders. The income benefit from leverage will be reduced to the extent that the difference narrows between the net earnings on the Fund’s portfolio securities and its cost of leverage. The income benefit from leverage will increase to the extent that the difference widens between the net earnings on the Fund’s portfolio securities and its cost of leverage. If short- or intermediate-term rates rise, the Fund’s cost of leverage could exceed the fixed rate of return on longer-term bonds held by the Fund that were acquired during periods of lower interest rates, reducing returns to Common Shareholders. This could occur even if short- or intermediate-term and long-term interest rates rise. Because of the costs of leverage, the Fund may incur losses even if the Fund has positive returns, if they are not sufficient to cover the costs of leverage. The Fund’s cost of leverage includes expenses relating to the issuance and ongoing maintenance of any borrowings, as well as any one-time costs ( e.g. , issuance costs) and ongoing fees and expenses associated with such leverage.

The risk of loss attributable to the Fund’s use of leverage is borne by Common Shareholders. The Fund’s use of financial leverage can result in a greater decrease in net asset values in declining markets. The Fund’s use of financial leverage similarly can magnify the impact of changing market conditions on Common Share market prices. See “—Inverse Floating Rate Securities Risk.” Furthermore, the amount of fees paid to Spectrum (which in turn pays a portion of its fees to Spectrum) for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Fund’s Managed Assets—this may create an incentive for NFA and Spectrum to leverage the Fund. The Fund is required to maintain certain regulatory and rating agency asset coverage requirements in connection with its outstanding borrowings, in order to be able to maintain the ability to declare and pay Common Share distributions and to maintain the rating of preferred shares if issued in the future. In order to maintain required asset coverage levels, the Fund may be required to alter the composition of its investment portfolio or take other actions, such as redeeming preferred shares, if any, or prepaying borrowings with the proceeds from portfolio transactions, at what might be an inopportune time in the market. Such actions could reduce the net earnings or returns to Common Shareholders over time.

The Fund may invest in the securities of other investment companies, which may themselves be leveraged and therefore present similar risks to those described above.

Tax Risk

To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies, among other things, the Fund must derive in each taxable year at least 90% of its gross income from certain prescribed sources and satisfy a diversification test on a quarterly basis. If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. If these relief provisions are not available to the Fund for any year in which it fails to qualify as a regulated investment company (“RIC”), all of its taxable income (including its net capital gain) would be subject to Fund-level tax at regular corporate rates without any deduction for distributions to stockholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, subject to the dividends received deduction for corporate shareholders and, for taxable years beginning before January 1, 2013, to the lower tax rates applicable to qualified dividend income distributed to individuals. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a RIC in a subsequent year.

The Fund may invest in preferred securities or other securities the federal income tax treatment of which may not be clear or may be subject to recharacterization by the Internal Revenue Service. It could be more difficult for the fund to comply with the tax requirements applicable to RICs if the tax characterization of the fund’s investments or the tax treatment of the income from such investments were successfully challenged by the Internal Revenue Service.

Borrowing Risks

In addition to borrowing for leverage (See “Use of Leverage”), the Fund may borrow for temporary or emergency purposes, including to meet redemption requests, pay dividends, repurchase its shares, or clear portfolio transactions. Borrowing may exaggerate changes in the net asset value of the Fund’s shares and may affect the Fund’s net income. When the Fund borrows money, it must pay interest and other fees, which will reduce the Fund’s returns if such costs exceed the returns on the portfolio securities purchased or retained with such borrowings. Any such borrowings are intended to be temporary. However, under certain market conditions, including periods of low demand or decreased liquidity in the preferred securities market, such borrowings might be outstanding for longer periods of time. The Fund will not purchase additional portfolio securities while outstanding such temporary or emergency borrowings exceed 5% of the value of its total assets.

Inflation Risk

Inflation risk is the risk that the value of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of Common Shares and the distributions can decline. In addition, during any period of rising inflation, interest rates on borrowings would likely increase, which would tend to further reduce returns to Common Shareholders.

Concentration Risk

The Fund intends to invest at least 25% of its assets in the preferred securities of companies principally engaged in financial services. This policy makes the fund more susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Concentration of investments in the financial services sector poses the following risks:

•

Financial services companies may suffer a setback if regulators change the rules under which they operate.

•

Unstable interest rates can have a disproportionate effect on the financial services sector.

•

Financial services companies whose securities the Fund may purchase may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that sector.

•

Financial services companies have been affected by increased competition, which could adversely affect the profitability or viability of such companies.

•

Financial services companies have been significantly and negatively affected by the downturn in the subprime mortgage lending market and the resulting impact on the world’s economies.

Derivatives Risk, Including the Risk of Swaps

The use of derivatives for purposes of hedging the portfolio will be restricted to reducing the portfolio’s exposure to increases in interest rates. The specific derivative instruments will be limited to (A) U.S. Treasury security or U.S. Government Agency security futures contracts and (B) options on U.S. Treasury security or U.S. Government Agency security futures contracts. All such instruments must be traded and listed on an exchange. The positions in derivatives will be marked-to-market daily at the closing price established on the relevant exchange. The Fund, in implementing its hedging strategies, may enter into futures transactions with a notional principal amount that will not exceed 35% of its Managed Assets, and may invest in options on futures the premiums for which will not exceed 0.5% of Managed Assets in any calendar quarter.

Futures Contracts and Options. U.S. Treasury and U.S. Government Agency futures contracts are standardized contracts for the future delivery of a U.S. Treasury Bond or U.S. Treasury Note or a U.S. Government Agency security or their equivalent at a future date at a price set at the time of the contract. An option on a U.S. Treasury or U.S. Government Agency futures contract, as contrasted with the direct investment in such a contract, gives the purchaser of the option the right, in return for the premium paid, to assume a position in a U.S. Treasury or U.S. Government Agency futures contract at a specified exercise price at any time on or before the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract exceeds the exercise price of the option on the futures contract.

Under regulations of the Commodity Futures Trading Commission currently in effect, which may change from time to time, with respect to futures contracts to purchase securities and call options on futures contracts purchased by the Fund, the Fund will set aside in a segregated account liquid securities with a value at least equal to the value of instruments underlying such futures contracts less the amount of initial margin on deposit for such contracts. The current view of the staff of the Securities and Exchange Commission is that the Fund’s long and short positions in futures contracts must be collateralized with cash or certain liquid assets held in a segregated account or “covered” in order to counter the impact of any potential leveraging.

There are several risks associated with the use of futures contracts and futures options. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. While the Fund may enter into futures contracts and options on futures contracts for hedging purposes, the use of futures

contracts and options on futures contracts might result in a poorer overall performance for the Fund than if it had not engaged in any such transactions. There may be an imperfect correlation between the Fund’s portfolio holdings and futures contracts or options on futures contracts entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. The degree of imperfection of correlation depends on circumstances such as: variations in speculative market demand for futures, futures options and the related securities, including technical influences in futures and futures options trading and differences between the securities markets and the securities underlying the standard contracts available for trading. Further, the Fund’s use of futures contracts and options on futures contracts to reduce risk involves costs and will be subject to Spectrum’s ability to predict correctly changes in interest rate relationships or other factors.

The Fund also may invest in relatively new instruments without a significant trading history. See “Other Policies” in the Fund’s Statement of Additional Information for further information on hedging transactions.

Interest Rate Transactions. In connection with the Fund’s anticipated use of leverage through its sale of preferred shares or Borrowings, the Fund may enter into interest rate swap or cap transactions. Interest rate swaps involve the Fund’s agreement with the swap counterparty to pay a fixed rate payment in exchange for the counterparty paying the Fund a variable rate payment that is intended to approximate the Fund’s variable rate payment obligation on preferred shares or any variable rate borrowing. The payment obligation would be based on the notional amount of the swap.

The Fund may use an interest rate cap, which would require it to pay a premium to the cap counterparty and would entitle it, to the extent that a specified variable rate index exceeds a predetermined fixed rate, to receive from the counterparty payment of the difference based on the notional amount. The Fund would use interest rate swaps or caps only with the intent to reduce or eliminate the risk that an increase in short-term interest rates could have on Common Share net earnings as a result of leverage.

The Fund will usually enter into swaps or caps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. The Fund intends to maintain in a segregated account with its custodian cash or liquid securities having a value at least equal to the Fund’s net payment obligations under any swap transaction, marked-to-market daily.

The use of interest rate swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. Depending on the state of interest rates in general, the Fund’s use of interest rate swaps or caps could enhance or harm the overall performance of the Common Shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, and could result in a decline in the net asset value of the Common Shares. In addition, if short-term interest rates are lower than the Fund’s fixed rate of payment on the interest rate swap, the swap will reduce Common Share net earnings. If, on the other hand, short-term interest rates are higher than the fixed rate of payment on the interest rate swap, the swap will enhance Common Share net earnings. Buying interest rate caps could enhance the performance of the Common Shares by providing a maximum leverage expense. Buying interest rate caps could also decrease the net earnings of the Common Shares in the event that the premium paid by the Fund to the counterparty exceeds the additional amount the Fund would have been required to pay had it not entered into the cap agreement. The Fund has no current intention of selling an interest rate swap or cap. The Fund will not enter into interest rate swap or cap transactions in an aggregate notional amount that exceeds the outstanding amount of the Fund’s leverage.

Interest rate swaps and caps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the counterparty defaults, the Fund would not be able to use the anticipated net receipts under the swap or cap to offset the dividend payments on preferred shares or interest payments on Borrowings. Depending on whether the Fund would be entitled to receive net payments from the

counterparty on the swap or cap, which in turn would depend on the general state of short-term interest rates at that point in time, such a default could negatively impact the performance of the Common Shares.

Although this will not guarantee that the counterparty does not default, the Fund will not enter into an interest rate swap or cap transaction with any counterparty that Spectrum believes does not have the financial resources to honor its obligation under the interest rate swap or cap transaction. Further, Spectrum will continually monitor the financial stability of a counterparty to an interest rate swap or cap transaction in an effort to proactively protect the Fund’s investments.

In addition, at the time the interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the performance of the Common Shares.

The Fund may choose or be required to redeem some or all preferred shares or prepay any Borrowings. This redemption would likely result in the Fund seeking to terminate early all or a portion of any swap or cap transaction. Such early termination of a swap could result in a termination payment by or to the Fund. An early termination of a cap could result in a termination payment to the Fund.

See also, “—Counterparty Risk”, “—Hedging Risk” and the Statement of Additional Information.

Hedging Risk

The Fund’s use of derivatives or other transactions to reduce risk involves costs and will be subject to Spectrum’s ability to predict correctly changes in the relationships of such hedge instruments to the Fund’s portfolio holdings or other factors. No assurance can be given that Spectrum’s judgment in this respect will be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. Further, these hedging strategies may generate taxable income.

Deflation Risk

Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

Illiquid Securities Risk

The Fund may invest in securities and other instruments that, at the time of investment, are illiquid. Illiquid securities are any security which cannot be sold or disposed of in the ordinary course of business within seven (7) days at the approximate price at which the client account values the security and may include some restricted securities, which are securities that may not be resold to the public without an effective registration statement under the 1933 Act, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books.

Non-Diversification

Because the Fund is classified as “non-diversified” under the 1940Act, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. As a result, the Fund will be more susceptible than a more widely diversified fund to any single corporate, economic, political or regulatory occurrence. See “The Fund’s Investments” and “Risk Factors—Non-Diversification.”

Market Disruption Risk

Certain events have a disruptive effect on the securities markets, such as terrorist attacks (including the terrorist attacks in the U.S. on September 11, 2001), war and other geopolitical events. The Fund cannot predict the effects of similar events in the future on the U.S. economy. Below investment grade securities tend to be more volatile than higher rated securities so that these events and any actions resulting from them may have a greater impact on the prices and volatility of below investment grade securities than on higher rated securities.

Impact of Offering Methods Risk

The issuance of Common Shares through the various methods described in the Prospectus may have an adverse effect on prices in the secondary market for the Fund’s Common Shares by increasing the number of Common Shares available for sale. In addition, the Common Shares may be issued at a discount to the market price for such Common Shares, which may put downward pressure on the market price for Common Shares of the Fund.

Certain Affiliations

Certain broker-dealers may be considered to be affiliated persons of the Fund, NFA and/or Nuveen Investments. Absent an exemption from the SEC or other regulatory relief, the Fund is generally precluded from effecting certain principal transactions with affiliated brokers, and its ability to purchase securities being underwritten by an affiliated broker or a syndicate, including an affiliated broker, or to utilize affiliated brokers for agency transactions, is subject to restrictions. This could limit the Fund’s ability to engage in securities transactions, purchase certain adjustable rate senior loans, if applicable, and take advantage of market opportunities. In addition, unless and until the underwriting syndicate is broken in connection with the initial public offering of the Common Shares, the Fund will be precluded from effecting principal transactions with brokers who are members of the syndicate.

Anti-Takeover Provisions

The Fund’s Declaration includes provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then current market price of the Common Shares. See “Certain Provisions in the Declaration of Trust.”

HOW THE FUND MANAGES RISK

Investment Limitations

The Fund has adopted certain investment limitations designed to limit investment risk and maintain portfolio diversification. These limitations are fundamental and may not be changed without the approval of the holders of a “majority of the outstanding” Common Shares and preferred shares, if issued in the future, voting together as a single class, and, if issued in the future, the approval of the holders of a “majority of the outstanding” preferred shares voting as a separate class. When used with respect to particular shares of the Fund, a “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy, or (ii) more than 50% of the shares, whichever is less.

The Fund may become subject to guidelines which are more limiting than the investment limitations referred to above in order to obtain and maintain ratings from Moody’s, S&P or Fitch on the preferred shares, if issued in the future, including with respect to the Fund’s hedging strategies described below. The Fund does not anticipate that such guidelines would have a material adverse effect on the Fund’s Common Shareholders or the

Fund’s ability to achieve its investment objectives. See “Investment Objectives” in the SAI for information about these guidelines and a complete list of the fundamental and non-fundamental investment policies of the Fund.

Quality Investments

The Fund invests its net assets in securities that are investment grade quality at the time of investment. Investment grade quality securities are those rated within the four highest grades by all of the NRSROs that rate such security, or are unrated but judged to be of comparable quality by Spectrum. Investment grade securities may include split-rated securities. The Fund may invest up to 10% of its Managed Assets in split-rated securities.

Limited Issuance of Preferred Shares

Under the 1940 Act, the Fund could issue preferred shares having a total liquidation value (original purchase price of the shares being liquidated plus any accrued and unpaid dividends) of up to one-half of the value of the asset coverage of the Fund. If the total liquidation value of the preferred shares was ever more than one-half of the value of the Fund’s asset coverage, the Fund would not be able to declare dividends on the Common Shares until the liquidation value, as a percentage of the Fund’s assets, was reduced. The Fund has issued preferred shares in the past, but does not currently have any preferred shares outstanding. The Fund may issue preferred shares in the future to increase the Fund’s leverage. This higher than required margin of net asset value provides a cushion against later fluctuations in the value of the Fund’s portfolio and will subject Common Shareholders to less income and net asset value volatility than if the Fund were more leveraged. The Fund would to purchase or redeem preferred shares, if necessary, to keep the liquidation value of the preferred shares below one-half of the value of the Fund’s asset coverage.

Investment Portfolio and Capital Structure Strategies to Manage Leverage Risk

Common Shareholders are subject to the risks of leverage primarily in the form of additional Common Share earnings and net asset value risk, associated with the Fund’s use of financial leverage in the form of preferred shares, if issued in the future, and borrowings. See “Risk Factors—Leverage Risk.”

In an effort to mitigate these risks, the Fund and its investment adviser seek to maintain the Fund’s financial leverage within an established range, and to rebalance leverage levels if the Fund’s leverage ratio moves outside this range to a meaningful degree for a persistent period of time. The Fund may rebalance leverage levels in one or more ways, including by increasing/reducing the amount of leverage outstanding and issuing/repurchasing Common Shares. Reducing leverage may require the Fund to raise cash through the sale of portfolio securities at times and/or at prices that would otherwise be unattractive for the Fund. The Fund may also seek to diversify its capital structure and the risks associated with leverage by employing multiple forms of leverage. The Fund and its Adviser will weigh the relative potential benefits and risks as well as the costs associated with a particular action, and will take such action only if it determines that on balance the likely potential long-term benefits outweigh the associated risks and costs.

Common Shareholders also bear incremental net asset value risk from leverage because they bear the full impact of price changes in the Fund’s investment portfolio, including assets attributable to leverage. In seeking to manage the net asset value risk from leverage, the Fund may alter the composition of its investment portfolio in one or more ways, including increasing portfolio credit quality, reducing portfolio duration and increasing the level of short-term cash equivalents. Depending on subsequent market conditions, any such action may increase or reduce Common Share net earnings and/or returns compared to if the Fund had taken no action.

Currently, the Fund may not invest in inverse floating rate securities, which are securities that pay interest at rates that vary inversely with changes in prevailing interest rates and which represent a leveraged investment in an underlying security. This restriction is a non-fundamental policy of the Fund that may be changed by vote of the Fund’s Board of Trustees.

MANAGEMENT OF THE FUND

Trustees and Officers

The Board of Trustees is responsible for the management of the Fund, including supervision of the duties performed by NFA. The names and business addresses of the trustees and officers of the Fund and their principal occupations and other affiliations during the past five years are set forth under “Management of the Fund” in the SAI.

Investment Adviser, Sub-Adviser and Portfolio Managers

Investment Adviser. NFA, the Fund’s investment adviser, offers advisory and investment management services to a broad range of mutual funds and closed-end fund clients. NFA is responsible for the Fund’s overall investment strategy and its implementation. NFA also is responsible for managing the Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services.

NFA, 333 West Wacker Drive, Chicago, Illinois 60606, is a wholly owned subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). Founded in 1898, Nuveen Investments and its affiliates had approximately $212 billion of assets under management as of June 30, 2012.

Investment Sub-Adviser. Spectrum Asset Management, Inc., 2 High Ridge Park, Stamford, Connecticut 06905, serves as investment sub-adviser to the Fund and, as such, provides day-to-day investment management of the Fund. Spectrum is an independently run, wholly-owned subsidiary of Principal Global Investors, LLC (“PGI”), which is an indirectly wholly-owned subsidiary of Principal Financial Group (“PFG”), a publicly traded, diversified, insurance and financial services company. Spectrum managed over $13.8 billion in assets as of June 30, 2012.

Portfolio Managers. Mark A. Lieb and L. Phillip Jacoby are co-portfolio managers of the Fund. Mr. Lieb is the Founder, President and Chief Executive Officer of Spectrum. Mr. Jacoby is an Executive Director and Chief Investment Officer of Spectrum. Biographical information for Messrs. Lieb and Jacoby is as follows:

Mark A. Lieb. Mr. Lieb is the Founder, President and Chief Executive Officer of Spectrum. Prior to founding Spectrum in 1987, Mr. Lieb was a Founder, Director and Partner of DBL Preferred Management, Inc., a wholly owned corporate cash management subsidiary of Drexel Burnham Lambert, Inc. Mr. Lieb was instrumental in the formation and development of all aspects of DBL Preferred Management, Inc., including the daily management of preferred stock portfolios for institutional clients, hedging strategies, and marketing strategies. Mr. Lieb’s prior employment included the development of the preferred stock trading desk at Mosley Hallgarten & Estabrook. Mr. Lieb holds a BA in Economics from Central Connecticut State College and an MBA in Finance from the University of Hartford.

L. Phillip Jacoby, IV. Mr. Jacoby is an Executive Director and Chief Investment Officer of Spectrum. Mr. Jacoby joined Spectrum in 1995 as a Portfolio Manager and most recently held the position of Managing Director and Senior Portfolio Manager until his appointment as Chief Investment Officer on January 1, 2010, following the planned retirement of his predecessor. Prior to joining Spectrum, Mr. Jacoby was a Senior Investment Officer at USL Capital Corporation (a subsidiary of Ford Motor Corporation) and co-manager of the preferred stock portfolio of its U.S. Corporate Financing Division for six years. Mr. Jacoby began his career in 1981 with The Northern Trust Company, Chicago and then moved to Los Angeles to join E.F. Hutton & Co. as a Vice President and Institutional Salesman, Generalist Fixed Income Sales through most of the 1980s. Mr. Jacoby holds a BSBA in Finance from the Boston University School of Management.

Spectrum may act as broker for the Fund in connection with the purchase or sale of securities by or to the Fund if and to the extent permitted by procedures adopted from time to time by the Board of Trustees of the

Fund. The Board of Trustees, including a majority of the trustees who are not “interested” trustees, has determined that portfolio transactions for the Fund may be executed through Spectrum if, in the judgment of NFA and Spectrum, the use of Spectrum is likely to result in prices and execution at least as favorable to the Fund as would be available from other qualified brokers and if, in such transactions, Spectrum charges the Fund commission rates at least as favorable to the Fund as those charged by Spectrum to comparable unaffiliated customers in similar transactions. The Board of Trustees also has adopted procedures that are reasonably designed to provide that any commission, fee or other remuneration paid to Spectrum is consistent with the foregoing standard. The Fund will not affect principal transactions with Spectrum. In executing transactions through Spectrum, the Fund will be subject to, and intends to comply with, Section 17(e) of the 1940 Act and the rules thereunder. See “Portfolio Transactions and Brokerage” in the Statement of Additional Information.

Additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Fund is provided in the SAI. The SAI is available free of charge by calling (800) 257-8787 or by visiting the Fund’s website at www.nuveen.com. The information contained in, or that can be accessed through, the Fund’s website is not part of this Prospectus or the SAI.

Investment Management and Sub-Advisory Agreements

Investment Management Agreement. Pursuant to an investment management agreement between NFA and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the services and facilities provided by NFA, payable on a monthly basis, based on the sum of a fund-level fee and a complex-level fee, as described below.

Fund-Level Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:


Average Daily Managed Assets*	Fund-Level Fee Rate
For the first $500 million		0.7000	%
For the next $500 million		0.6750	%
For the next $500 million		0.6500	%
For the next $500 million		0.6250	%
For managed assets over $2 billion		0.6000	%

Complex-Level Fee. The annual complex-level fee for the Fund, payable monthly, is calculated according to the following schedule:


Complex-Level Managed Asset Breakpoint Level*	Effective Rate at Breakpoint Level
$55 billion		0.2000	%
$56 billion		0.1996	%
$57 billion		0.1989	%
$60 billion		0.1961	%
$63 billion		0.1931	%
$66 billion		0.1900	%
$71 billion		0.1851	%
$76 billion		0.1806	%
$80 billion		0.1773	%
$91 billion		0.1691	%
$125 billion		0.1599	%
$200 billion		0.1505	%
$250 billion		0.1469	%
$300 billion		0.1445	%

For the fund-level and complex-level fees, managed assets include closed-end fund assets managed by NFA that are attributable to financial leverage. For these purposes, financial leverage includes the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by NFA as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen funds that constitute “eligible assets.” Eligible assets consist of managed assets of all Nuveen funds but do not include (i) assets attributable to investments in other Nuveen funds (to avoid the double counting of such assets) or (ii) assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with NFA’s assumption of the management of the former First American Funds effective January 1, 2011. As of July 31, 2012, the complex-level fee rate for the Fund was 0.1709%.

A discussion regarding the basis for the Board of Trustees’ decision to renew the Investment Management Agreement for the Fund is available in the Fund’s annual report to shareholders dated July 31 of each year.

Investment Sub-Advisory Agreement. Pursuant to an investment sub-advisory agreement between NFA and Spectrum (the “Sub-Advisory Agreement”), Spectrum will receive from NFA a management fee equal to 40% of NFA’s net management fee from the Fund.

The management fee compensates NFA for overall investment advisory and administrative services and general office facilities. The Fund pays all other costs and expenses of its operations, including compensation of its trustees (other than those affiliated with NFA or Spectrum), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of repurchasing shares, expenses associated with any borrowings, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to governmental agencies, and taxes, if any.

A discussion regarding the basis for the Board of Trustees’ decision to renew the Sub-Advisory Agreement for the Fund is available in the Fund’s annual report to shareholders dated July 31 of each year.

NET ASSET VALUE

The Fund’s net asset value per share is determined as of the close of regular session trading (normally 4:00 p.m. eastern time) on each day the New York Stock Exchange is open for business. Net asset value is calculated by taking the market value of the Fund’s total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding. The result, rounded to the nearest cent, is the net asset value per share. All valuations are subject to review by the Fund’s Board of Trustees or its delegate.

In determining net asset value, expenses are accrued and applied daily and securities and other assets for which market quotations are available are valued at market value. The prices of municipal bonds are provided by a pricing service approved by the Fund’s Board of Trustees. When market price quotes are not readily available (which is usually the case for municipal securities), the pricing service, or, in the absence of a pricing service for a particular security, the Board of Trustees of the Funds, or its designee, may establish fair market value using a wide variety of market data including yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from securities dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant by the pricing service or the Board of Trustees’ designee. Exchange-listed securities are generally valued at the last sales price on the securities exchange on which such

securities are primarily traded. Securities traded on a securities exchange for which there are no transactions on a given day or securities not listed on a securities exchange are valued at the mean of the closing bid and asked prices. Securities traded on Nasdaq are valued at the Nasdaq Official Closing Price. Temporary investments in securities that have variable rate and demand features qualifying them as short-term investments are valued at amortized cost, which approximates market value. See “Net Asset Value” in the SAI for more information.

DISTRIBUTIONS

The Fund pays regular monthly cash distributions to Common Shareholders at a level rate (stated in terms of a fixed cents per Common Share dividend rate) that reflects the past and projected performance of the Fund. Distributions can only be made from net investment income after paying any accrued dividends to preferred shareholders, if any, or interest and required principal payments on borrowings. The Fund does not currently have any preferred shares outstanding.

The Fund’s ability to maintain a level dividend rate will depend on a number of factors. The net income of the Fund consists of all interest income accrued on portfolio assets less all expenses of the Fund. Expenses of the Fund are accrued each day. For each year, the Fund will distribute all or substantially all of its net investment income. At least annually, the Fund also intends to distribute substantially all of its net capital gain (which is the excess of net long-term capital gain over net short-term capital loss) and ordinary taxable income, if any, after paying any accrued dividends or making any liquidation payments to preferred shareholders, if any preferred shares are issued in the future, or interest and required principal payments on borrowings. Although it does not now intend to do so, the Board of Trustees may change the Fund’s dividend policy and the amount or timing of the distributions, based on a number of factors, including the amount of the Fund’s undistributed net investment income and historical and projected investment income and the amount of the expenses and dividend rates on the outstanding preferred shares, if any, and expenses and interest on borrowings.

The Fund might not distribute all or a portion of any net capital gain for a taxable year. If the Fund does not distribute all of its net capital gain for a taxable year, it will pay federal income tax on the retained gain. As provided under federal tax law, Common Shareholders of record as of the end of the Fund’s taxable year will include their attributable share of the retained net capital gain in their income for the year as a long-term capital gain (regardless of their holding period in the Common Shares), will be deemed to have paid their proportionate shares of the tax paid by the fund, and will be entitled to income tax credits or refunds for the tax deemed paid on their behalf by the Fund. The Fund will treat the retained capital gains as a substitute for equivalent cash distributions. The Fund may make total distributions in a given calendar year in an amount that exceeds the Fund’s net investment income and net realized long-term capital gains for that calendar year, in which case the excess would be treated by Common Shareholders as return of capital for tax purposes.

The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time.

DIVIDEND REINVESTMENT PLAN

If your Common Shares are registered directly with the Fund or if you hold your Common Shares with a brokerage firm that participates in the Fund’s Dividend Reinvestment Plan (the “Plan”), you may elect to have all dividends, including any capital gain dividends, on your Common Shares automatically reinvested by the Plan Agent (defined below) in additional Common Shares under the Plan. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you or your brokerage firm by State Street Bank and Trust Company as dividend paying agent (the “Plan Agent”).

If you decide to participate in the Plan, the number of Common Shares you will receive will be determined as follows:

(1) If Common Shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the then current market price;

(2) If Common Shares are trading below net asset value at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the Exchange or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date. Interest will not be paid on any uninvested cash payments; or

(3) If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value.

You may withdraw from the Plan at any time by giving written notice to the Plan Agent. If you withdraw or the Plan is terminated, you will receive whole shares in your account under the Plan and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions and a $2.50 service fee.

The Plan Agent maintains all shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all Common Shares you have received under the Plan.

There is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.

If you hold your Common Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information.

The Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained by writing to State Street Bank and Trust Company, Attn: ComputerShare Nuveen Investments, P.O. Box 43071, Providence, Rhode Island 02940-3071 or by calling (800) 257-8787.

PLAN OF DISTRIBUTION

The Fund may sell the Common Shares offered under this Prospectus through

•

at-the-market transactions;

•

underwriting syndicates; and

•

privately negotiated transactions.

The Fund will bear the expenses of the offering, including but not limited to, the expenses of preparation of the Prospectus and SAI for the offering and the expense of counsel and auditors of in connection with the offering.

Distribution Through At-the-Market Transactions

The Fund has entered into a Distribution Agreement with Nuveen Securities, 333 West Wacker Drive, Chicago, IL 60606, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The summary of the Distribution Agreement contained herein is qualified by reference to the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, the Fund may from time to time offer its Common Shares through Nuveen Securities to certain broker-dealers which have entered into selected dealer agreements with Nuveen Securities. Currently, Nuveen Securities has entered into a selected dealer agreement with UBS Securities LLC (“UBS”) pursuant to which UBS will be acting as Nuveen Securities’ sub-placement agent with respect to at-the-market offerings of Common Shares.

Common Shares will only be sold on such days as shall be agreed to by the Fund and Nuveen Securities. Common Shares will be sold at market prices, which shall be determined with reference to trades on the Exchange, subject to a minimum price to be established each day by the Fund. The minimum price on any day will not be less than the current net asset value per Common Share plus the per share amount of the commission to be paid to Nuveen Securities. The Fund and Nuveen Securities will suspend the sale of Common Shares if the per share price of the shares is less than the minimum price.

The Fund will compensate Nuveen Securities with respect to sales of the Common Shares at a commission rate of up to 1% of the gross proceeds of the Sale of Common Shares. Nuveen Securities will compensate broker-dealers participating in the offering at a rate of up to 0.8% of the gross proceeds of the Sale of Common Shares sold by that broker-dealer. Nuveen Securities may from time to time change the dealer re-allowance. Settlements of sales of Common Shares will occur on the third business day following the date on which any such sales are made.

In connection with the sale of the Common Shares on behalf of the Fund, Nuveen Securities may be deemed to be an underwriter within the meaning of the 1933 Act, and the compensation of Nuveen Securities may be deemed to be underwriting commissions or discounts. Unless otherwise indicated in a further Prospectus supplement, Nuveen Securities will act as underwriter on a reasonable efforts basis.

UBS, its affiliates and their respective employees hold or may hold in the future, directly or indirectly, investment interests in Nuveen Investments, Inc. and its funds. The interests held by employees of UBS or its affiliates are not attributable to, and no investment discretion is held by, UBS or its affiliates.

The Fund’s closing price on the New York Stock Exchange on October 23, 2012 was $9.35.

Distribution Through Underwriting Syndicates

The Fund from time to time may issue additional Common Shares through a syndicated secondary offering. In order to limit the impact on the market price of the Fund’s Common Shares, underwriters will market and price the offering on an expedited basis ( e.g. , overnight or similarly abbreviated offering period). The Fund will launch a syndicated offering on a day, and upon terms, mutually agreed upon between the Fund, Nuveen Securities, one of the Fund’s underwriters, and the underwriting syndicate.

The Fund will offer its shares at price equal to a specified discount of up to 5% from the closing market price of the Fund’s Common Shares on the day prior to the offering date. The applicable discount will be negotiated by the Fund and Nuveen Securities in consultation with the underwriting syndicate on a transaction-by-transaction basis. The Fund will compensate the underwriting syndicate out of the proceeds of the offering based upon a sales load of up to 4% of the gross proceeds of the sale of Common Shares. The minimum net proceeds per share to the Fund will not be less than the greater of (i) the Fund’s latest net asset value per Common Share or (ii) 91% of the closing market price of the Fund’s Common Shares on the day prior to the offering date.

Distribution Through Privately Negotiated Transactions

The Fund, through Nuveen Securities, from time to time may sell directly to, and solicit offers from, institutional and other sophisticated investors , who may be deemed to be underwriters as defined in the 1933 Act for any resale of Common Shares.

The principal business address of Nuveen Securities is 333 West Wacker Drive, Chicago, Illinois 60606.

DESCRIPTION OF SHARES

Common Shares

The Declaration authorizes the issuance of an unlimited number of Common Shares. The Common Shares being offered have a par value of $0.01 per share and, subject to the rights of holders of preferred shares, if issued, and borrowings, if incurred, have equal rights to the payment of dividends and the distribution of assets upon liquidation. The Common Shares being offered will, when issued, be fully paid and, subject to matters discussed in “Certain Provisions in the Declaration of Trust,” non-assessable, and will have no pre-emptive or conversion rights or rights to cumulative voting. Whenever the Fund incurs borrowings and/or preferred shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all interest on such borrowings has been paid and all accrued dividends on preferred shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the distributions and asset coverage (as defined in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect to the distributions. See “—Preferred Shares” below.

The Common Shares have been approved for listing on the Exchange, subject to notice of issuance. The Fund intends to hold annual meetings of shareholders so long as the Common Shares are listed on a national securities exchange and such meetings are required as a condition to such listing. The Fund will not issue share certificates.

Unlike open-end funds, closed-end funds like the Fund do not provide daily redemptions. Rather, if a shareholder determines to buy additional Common Shares or sell shares already held, the shareholder may conveniently do so by trading on the exchange through a broker or otherwise. Shares of closed-end investment companies may frequently trade on an exchange at prices lower than net asset value. Shares of closed-end investment companies like the Fund have during some periods traded at prices higher than net asset value and have during other periods traded at prices lower than net asset value.

Because the market value of the Common Shares may be influenced by such factors as distribution levels (which are in turn affected by expenses), call protection, dividend stability, portfolio credit quality, net asset value, relative demand for and supply of such shares in the market, general market and economic conditions, and other factors beyond the control of the Fund, the Fund cannot assure you that Common Shares will trade at a price equal to or higher than net asset value in the future. The Common Shares are designed primarily for long-term investors, and investors in the Common Shares should not view the Fund as a vehicle for trading purposes. See “Repurchase of Fund Shares; Conversion to Open-End Fund.”

Borrowings

The Declaration authorizes the Fund, without approval of the Common Shareholders, to borrow money. In this connection, the Fund may issue notes or other evidence of indebtedness (including bank borrowings or commercial paper) and may secure any such borrowings by mortgaging, pledging or otherwise subjecting as security the Fund’s assets.

The Fund expects to borrow money at rates generally available to institutional investors. In connection with such Borrowings, the Fund may be required to maintain minimum average balances with the lender or to pay a commitment or other fee to maintain a line of credit. Any such requirements will increase the cost of any such borrowings over the stated interest rate. Under the requirements of the 1940 Act, the Fund, immediately after any such Borrowings, must have an “asset coverage” of at least 300%. With respect to any such borrowings, asset coverage means the ratio that the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as defined in the 1940 Act), bears to the aggregate amount of such borrowings represented by senior securities issued by the Fund. Certain types of borrowings may result in the Fund being subject to covenants in credit agreements relating to asset coverages or portfolio coverages or otherwise. In addition, as with the issuance of preferred shares, certain types of borrowings may result in the Fund being subject to certain restrictions imposed by guidelines of one or more rating agencies that may issue ratings for commercial paper or notes issued by the Fund. Such restrictions may be more stringent than those imposed by the 1940 Act.

The rights of lenders to the Fund to receive interest on and repayment of principal of any such borrowings will be senior to those of the Common Shareholders, and the terms of any such borrowings may contain provisions which limit certain activities of the Fund, including the payment of dividends to Common Shareholders in certain circumstances. Further, the 1940 Act does (in certain circumstances) grant to the lenders to the Fund certain voting rights in the event of default in the payment of interest on or repayment of principal. In the event that such provisions would impair the Fund’s eligibility for treatment as a regulated investment company under the Code, the Fund will attempt to repay or restructure the borrowings to preserve that eligibility. Any borrowings will likely be ranked senior or equal to all other existing and future borrowings of the Fund. The Fund may also borrow money for repurchase of its shares or as a temporary measure for extraordinary or emergency situations. See “Investment Restrictions” in the Statement of Additional Information.

The Fund has entered into a prime brokerage facility with BNP Paribas Prime Brokerage, Inc. The Fund’s maximum commitment amount under these borrowings is $427,000,000. Interest is charged on the Fund’s borrowings at 3-Month London Inter-Bank Offered Rate (“LIBOR”) plus 0.85% on the amounts borrowed and 0.50% on the undrawn balance. For the fiscal year ended July 31, 2012, the average daily balance outstanding and average annual interest rate on the Fund’s borrowings were $377,395,082 and 1.35%, respectively.

Preferred Shares

Limited Issuance of Preferred Shares. Under the 1940 Act, the Fund could issue preferred shares with an aggregate liquidation value of up to one-half of the value of the Fund’s total net assets, including any liabilities associated with borrowings, measured immediately after issuance of the preferred shares. “Liquidation value” means the original purchase price of the shares being liquidated plus any accrued and unpaid dividends. In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless the liquidation value of the preferred shares is less than one-half of the value of the Fund’s total net assets (determined after deducting the amount of such dividend or distribution) immediately after the distribution.

Distribution Preference. If issued in the future, the preferred shares would have complete priority over the Common Shares as to distribution of assets.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Fund, holders of preferred shares, if issued in the future, would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated and unpaid dividends thereon, whether or not earned or declared) before any distribution of assets is made to Common Shareholders.

Voting Rights. Preferred shares are required to be voting shares and to have equal voting rights with Common Shares. Except as otherwise indicated in this Prospectus or the SAI and except as otherwise required by applicable law, holders of preferred shares, if issued in the future, would vote together with Common Shareholders as a single class.

Holders of preferred shares, if issued in the future, voting as a separate class, would be entitled to elect two of the Fund’s trustees (following the establishment of the Fund by an initial trustee, the Declaration provides for a total of no less than two and no more than 12 trustees). The remaining trustees would be elected by Common Shareholders and holders of preferred shares, if issued in the future, voting together as a single class. In the unlikely event that two full years of accrued dividends are unpaid on the preferred shares, if issued in the future, the holders of all outstanding preferred shares, if issued in the future, voting as a separate class, would be entitled to elect a majority of the Fund’s trustees until all dividends in arrears have been paid or declared and set apart for payment. In order for the Fund to take certain actions or enter into certain transactions, a separate class vote of holders of preferred shares, if issued in the future, would be required, in addition to the single class vote of the holders of preferred shares, if issued in the future, and Common Shares. See “Certain Provisions in the Declaration of Trust” and the SAI under “Description of Shares—Preferred Shares—Voting Rights.”

Redemption, Purchase and Sale of Preferred Shares. The terms of the preferred shares, if issued in the future, would provide that they may be redeemed by the issuer at certain times, in whole or in part, at the original purchase price per share plus accumulated dividends. Any redemption or purchase of preferred shares, if issued in the future, by the Fund will reduce the leverage applicable to Common Shares, while any issuance of shares by the Fund would increase such leverage.

CERTAIN PROVISIONS IN THE DECLARATION OF TRUST

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Fund. However, the Declaration contains an express disclaimer of shareholder liability for debts or obligations of the Fund and requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or executed by the Fund or the trustees. The Declaration further provides for indemnification out of the assets and property of the Fund for all loss and expense of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations. The Fund believes that the likelihood of such circumstances is remote.

The Declaration includes provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to open-end status. Specifically, the Declaration requires a vote by holders of at least two-thirds of the Common Shares and preferred shares, if issued in the future, voting together as a single class, except as described below, to authorize (1) a conversion of the Fund from a closed-end to an open-end investment company, (2) a merger or consolidation of the Fund, or a series or class of the Fund, with any corporation, association, trust or other organization or a reorganization of the Fund, or a series or class of the Fund, (3) a sale, lease or transfer of all or substantially all of the Fund’s assets (other than in the regular course of the Fund’s investment activities), (4) in certain circumstances, a termination of the Fund, or a series or class of the Fund, or (5) a removal of trustees by shareholders (except at the end of a trustee’s term), and then only for cause, unless, with respect to (1) through (4), such transaction has already been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration or the By-laws, in which case the affirmative vote of the holders of at least a majority of the Fund’s Common Shares and preferred shares, if issued in the future, outstanding at the time, voting together as a single class, is required; provided, however, that where only a particular class or series is affected (or, in the case of removing a trustee, when the trustee has been elected by only one class), only the required vote by the applicable class or series will be required. Approval of shareholders is not required, however, for any transaction, whether deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity. In the case of the conversion of the Fund to an open-end investment company, or in the case of any of the foregoing transactions constituting a plan of reorganization which adversely affects the holders of preferred shares, if issued in the future, the action in question will also require the affirmative vote of the holders of at least two-thirds of the Fund’s preferred shares, if issued in the future, outstanding at the time, voting as a separate class, or, if such action has been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration or the By-laws, the affirmative vote of the holders of at least a majority of the Fund’s preferred shares, if issued in the future, outstanding at the time, voting as a separate class. None of the foregoing provisions may be amended except by the vote of at least two-thirds of the Common Shares and preferred shares, if issued in the future, voting together as a single class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment company or to approve transactions constituting a plan of reorganization which adversely affects the holders of preferred shares, if issued in the future, are higher than those required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration relating to such higher votes are in the best interest of the Fund and its shareholders. Note, the Fund’s staggered Board could delay for up to two years the replacement of a majority of the Board of Trustees. See the SAI under “Certain Provisions in the Declaration of Trust.”

The provisions of the Declaration described above could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then current market price of the Common Shares by discouraging a third party from seeking to obtain control of the Fund in a tender offer or similar transaction. The overall effect of these provisions is to render more difficult the accomplishment of a merger or the assumption of control by a third party. They provide, however, the advantage of potentially requiring persons seeking control of the Fund to negotiate with its management regarding the price to be paid and

facilitating the continuity of the Fund’s investment objectives and policies. The Board of Trustees of the Fund has considered the foregoing anti-takeover provisions and concluded that they are in the best interests of the Fund and its Common Shareholders.

Reference should be made to the Declaration on file with the SEC for the full text of these provisions.

REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND

The Fund is a closed-end investment company and as such its shareholders will not have the right to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open market at a price that will be a function of several factors, including dividend levels (which are in turn affected by expenses), net asset value, call protection, dividend stability, portfolio credit quality, relative demand for and supply of such shares in the market, general market and economic conditions and other factors. Because shares of closed-end investment companies may frequently trade at prices lower than net asset value, the Fund’s Board of Trustees has currently determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from net asset value in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at net asset value, or the conversion of the Fund to an open-end investment company. The Fund cannot assure you that its Board of Trustees will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount.

If the Fund converted to an open-end investment company, it would be required to redeem all preferred shares then outstanding, if any, (requiring in turn that it liquidate a portion of its investment portfolio), and the Common Shares would no longer be listed on the Exchange. In contrast to a closed-end investment company, shareholders of an open-end investment company may require the company to redeem their shares at any time (except in certain circumstances as authorized by or under the 1940 Act) at their net asset value, less any redemption charge that is in effect at the time of redemption. See the SAI under “Certain Provisions in the Declaration of Trust” for a discussion of the voting requirements applicable to the conversion of the Fund to an open-end investment company.

Before deciding whether to take any action if the Common Shares trade below net asset value, the Board would consider all relevant factors, including the extent and duration of the discount, the liquidity of the Fund’s portfolio, the impact of any action that might be taken on the Fund or its shareholders, and market considerations. Based on these considerations, even if the Fund’s shares should trade at a discount, the Board of Trustees may determine that, in the interest of the Fund and its shareholders, no action should be taken. See the SAI under “Repurchase of Fund Shares; Conversion to Open-End Fund” for a further discussion of possible action to reduce or eliminate such discount to net asset value.

TAX MATTERS

The following information is meant as a general summary for U.S. shareholders. Please see the SAI for additional information. Investors should rely on their own tax adviser for advice about the particular federal, state and local tax consequences to them of investing in the Fund.

The Fund intends to elect to be treated and to qualify each year as a RIC under Subchapter M of the Code. In order to qualify for treatment as a RIC, the Fund must satisfy certain requirements regarding the sources of its income, the diversification of its assets and the distribution of its income. As long as the Fund qualifies for treatment as a RIC, the Fund pays no federal income tax on the earnings it distributes to shareholders. Nevertheless, the Fund might not distribute all of its net investment income, and the Fund is not required to distribute any portion of its net capital gain (which is the excess of the Fund’s net long-term capital gain over its

net short-term capital loss). If the Fund qualifies for treatment as a regulated investment company but does not distribute all of its net capital gain and net investment income, it will be subject to tax on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount of capital gain as undistributed capital gains in a notice to shareholders who, if subject to federal income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii) will be deemed to have paid their proportionate shares of the tax paid by the Fund on such undistributed amount and will be entitled to credit that amount of tax against their federal income tax liabilities, if any; and (iii) will be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder.

Unless your investment in the Fund is through a tax-exempt entity or tax deferred retirement account, such as a 401(k) plan, you will normally have to pay federal income taxes, and any state or local taxes, on the dividends and other distributions you receive from the Fund, whether you take the distributions in cash or reinvest them in additional shares. For U.S. federal income tax purposes, distributions from the Fund’s net capital gains (if any) are considered long-term capital gains and may be taxable to you at reduced rates. Distributions from the Fund’s net short-term capital gains are taxable as ordinary income. Other dividends are generally taxable as ordinary income. Since the Fund invests primarily in preferred securities, the payments on which are not dividends for U.S. federal income tax purposes, it is not expected that a substantial portion of dividends paid by the Fund will qualify for either the dividends received deduction for corporations or the reduced U.S. federal income tax rates available, for taxable years beginning before January 1, 2013, to individuals on “qualified dividend income.” A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits will first be treated as a return of capital, which is applied against and reduces the shareholder’s basis in his or her shares. To the extent the amount of any such distribution exceeds your basis in your shares, the excess will be treated as gain from a sale or exchange of the shares.

If the Fund declares a dividend in October, November or December, payable to shareholders of record in such a month, but pays it in January of the following year, you will be taxed on the dividend as if you received it in the year in which it was declared.

The Fund will report to shareholders annually the U.S. federal income tax status of all Fund distributions.

Unless your investment in the Fund is through a tax-exempt entity or tax deferred retirement account, when you sell or exchange Fund shares you will generally recognize a capital gain or capital loss in an amount equal to the difference between the net amount of sale proceeds (or, in the case of an exchange, the fair market value of the shares) that you receive and your tax basis for the shares that you sell or exchange.

For U.S. federal income tax purposes, the preferred securities in which the Fund intends to primarily invest are generally expected to be treated as debt securities.

Investments by the Fund in zero coupon or other discount securities will result in income to the Fund equal to a portion of the excess of the face value of the securities over their issue price (the “original issue discount” or “OID”) each year that the securities are held, even though the Fund may receive no cash interest payments or may receive cash interest payments that are less than the income recognized for tax purposes. In addition, any market discount recognized on a market discount bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value, or below adjusted issue price if issued with original issue discount. Absent an election by the Fund to include the market discount in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount. Because the income required to be recognized by the Fund as a result of the OID and/or market discount rules may not be matched by a corresponding cash payment to the Fund, the Fund may be required to borrow money or dispose of securities to be able to make distributions to its shareholders in order to qualify for treatment as a RIC and eliminate taxes at the Fund level.

For taxable years beginning after December 31, 2012, a 3.8% Medicare contribution tax will generally apply to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax will also apply to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes, interest, dividends, and certain capital gains will generally be taken into account in computing a shareholder’s net investment income.

The redemption, sale or exchange of Common Shares normally will result in capital gain or loss to holders of Common Shares who hold their shares as capital assets. Generally a shareholder’s gain or loss will be long-term capital gain or loss if the shares have been held for more than one year. Present law taxes both long-term and short-term capital gains of corporations at the same rates applicable to ordinary income. For non-corporate taxpayers, however, long-term capital gains are currently taxed at a maximum rate of 15%, while short-term capital gains and other ordinary income are currently taxes at ordinary income rates. As noted above, absent further legislation, the current rates applicable to long-term capital gains will cease to apply for taxable years beginning after December 31, 2012 and the maximum rate on long-term capital gains will increase to 20%.

The Fund will be required to withhold (as “backup withholding”) U.S. federal income tax from amounts payable to any shareholder who fails to provide the Fund with his or her correct taxpayer identification number or to make required certifications, or who has been notified by the IRS that he or she is subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability. The backup withholding rate is currently 28% and is scheduled to increase to 31% in 2013.

CUSTODIAN AND TRANSFER AGENT

The custodian of the assets of the Fund is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02110. The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s transfer, shareholder services and dividend paying agent is also State Street (“Transfer Agent”). The Transfer Agent is located at 250 Royall Street, Canton, Massachusetts 02021.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, an independent registered public accounting firm, provides auditing services to the Fund. The principal business address of Ernst & Young LLP is 155 North Wacker Drive, Chicago, Illinois, 60606.

LEGAL OPINION

Certain legal matters in connection with the Common Shares will be passed upon for the Fund by Bingham McCutchen LLP, Washington, DC.

AVAILABLE INFORMATION

The Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the 1940 Act and is required to file reports, proxy statements and other information with the SEC. These documents can be inspected and copied for a fee at the SEC’s public reference room,

100 F Street, NE, Washington, D.C. 20549-0102, and Northeast Regional Office, Woolworth Building, 233 Broadway, New York, NY 10013-2409. Reports, proxy statements, and other information about the Fund can be inspected at the offices of the Exchange.

This Prospectus does not contain all of the information in the Fund’s Registration Statement, including amendments, exhibits, and schedules. Statements in this Prospectus about the contents of any contract or other document are not necessarily complete and in each instance reference is made to the copy of the contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by this reference.

Additional information about the Fund and Common Shares can be found in the Fund’s Registration Statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a web site (http://www.sec.gov) that contains the Fund’s Registration Statement, other documents incorporated by reference, and other information the Fund has filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS


Use of Proceeds			1
Investment Policies and Techniques			3
Management of the Fund			15
Investment Adviser and Sub-Adviser			36
Portfolio Managers			38
Code of Ethics			40
Proxy Voting Policies			40
Portfolio Transactions and Brokerage			41
Net Asset Value			43
Distributions			44
Dividend Reinvestment Plan			45
Plan of Distribution			46
Description of Shares			48
Certain Provisions in the Declaration of Trust			50
Repurchase of Fund Shares; Conversion to Open-End Fund			52
Tax Matters			53
Financial Statements			59
Custodian and Transfer Agent			59
Independent Registered Public Accounting Firm			59
Legal Opinion			59
Additional Information			60
Appendix A			A-1
Appendix B			B-1

12 Million Common Shares

Nuveen Quality Preferred Income Fund 2

PRELIMINARY PROSPECTUS

October 29, 2012

The information in this Preliminary Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

NUVEEN QUALITY PREFERRED INCOME FUND 2

12 Million Common Shares

333 West Wacker Drive

Chicago, Illinois 60606

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION

DATED October 29, 2012

Nuveen Quality Preferred Income Fund 2 (the “Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Fund was organized as a Massachusetts business trust on June 24, 2002.

This Statement of Additional Information relating to common shares of the Fund (“Common Shares”) does not constitute a prospectus, but should be read in conjunction with the Fund’s Preliminary Prospectus relating thereto dated October 29, 2012 (the “Prospectus”). This Statement of Additional Information does not include all information that a prospective investor should consider before purchasing Common Shares. Investors should obtain and read the Fund’s Prospectus prior to purchasing such shares. In addition, the Fund’s financial statements and the independent registered public accounting firm’s report therein included in the Fund’s annual report dated July 31, 2012, are incorporated herein by reference. A copy of the Prospectus may be obtained without charge by calling (800) 257-8787. You may also obtain a copy of the Prospectus on the U.S. Securities and Exchange Commission’s “SEC” web site (http://www.sec.gov). Capitalized terms used but not defined in this Statement of Additional Information have the meanings ascribed to them in the Prospectus.

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS


Use of Proceeds			1
Investment Policies and Techniques			3
Management of the Fund			15
Investment Adviser and Sub-Adviser			36
Portfolio Managers			38
Code of Ethics			40
Proxy Voting Policies			40
Portfolio Transactions and Brokerage			41
Net Asset Value			43
Distributions			44
Dividend Reinvestment Plan			45
Plan of Distribution			46
Description of Shares			48
Certain Provisions in the Declaration of Trust			50
Repurchase of Fund Shares; Conversion to Open-End Fund			52
Tax Matters			53
Financial Statements			59
Custodian and Transfer Agent			59
Independent Registered Public Accounting Firm			59
Legal Opinion			59
Additional Information			60
Appendix A			A-1
Appendix B			B-1

-i-

USE OF PROCEEDS

The net proceeds from the issuance of Common Shares hereunder will be used by the Fund to (i) invest in accordance with the Fund’s investment objectives and policies as stated below and/or (ii) to reduce the Fund’s financial leverage outstanding. It is presently anticipated that the Fund will be able to invest substantially all of such proceeds in securities that meet the Fund’s investment objective and policies within one month from the date on which the proceeds from an offering are received by the Fund. Pending such investment, it is anticipated that the proceeds will be invested in short-term or long-term securities issued by the U.S. Government and its agencies or instrumentalities or in high quality, short-term money market instruments. See “Risk Factors—Leverage Risk” and “Use of Leverage” in the Prospectus.

INVESTMENT RESTRICTIONS

Except as described below, the Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the outstanding common shares and, if issued in the future, preferred voting together as a single class, and, if issued in the future, of the holders of a majority of the outstanding preferred shares voting as a separate class:

(1) Issue senior securities, as defined in the 1940 Act, other than (i) preferred shares which immediately after issuance will have asset coverage of at least 200%, (ii) indebtedness which immediately after issuance will have asset coverage of at least 300%, or (iii) the borrowings permitted by investment restriction (2) set forth below; ¹

(2) Borrow money, except as permitted by the 1940 Act; ¹ ^, ²

(3) Act as underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the purchase and sale of portfolio securities;

(4) Invest more than 25% of its total assets in securities of issuers in any one industry other than the financial services industry; provided, however, that such limitation shall not apply to obligations issued or guaranteed by the United States government or by its agencies or instrumentalities;

(5) Purchase or sell real estate, but this shall not prevent the Fund from investing in securities of companies that deal in real estate or are engaged in the real estate business, including real estate investment trusts, and securities secured by real estate of interests therein and the Fund may hold and sell real estate or mortgages on real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund’s ownership of such securities;

(6) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities or other instruments backed by physical commodities);

Section 18(c) of the 1940 Act generally limits a registered closed-end investment company to issuing one class of senior securities representing indebtedness and one class of senior securities representing stock, except that the class of indebtedness or stock may be issued in one or more series, and promissory notes or other evidences of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, are not deemed a separate class of senior securities.

Section 18(a) of the 1940 Act generally prohibits a registered closed-end fund from incurring borrowings if, immediately thereafter, the aggregate amount of its borrowings exceeds 33 ¹ / ₃ % of its total assets. The Fund has not applied for, and currently does not intend to apply for, any exemptive relief that would allow it to borrow outside of the limits of the 1940 Act.

(7) Make loans of funds or other assets, other than by entering into repurchase agreements, lending portfolio securities and through the purchase of debt securities in accordance with its investment objectives, policies and limitations; ³ and

(8) Purchase any securities (other than obligations issued or guaranteed by the United States Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer; provided that, with respect to 50% of the Fund’s assets, the Fund may invest up to 25% of its assets in the securities of any one issuer.

For purposes of the foregoing, “majority of the outstanding,” when used with respect to particular shares of the Fund, means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy, or (ii) more than 50% of the shares, whichever is less.

For the purpose of applying the limitation set forth in subparagraph (1) above, the Fund may not issue senior securities not permitted by the 1940 Act simply by describing such securities in the Prospectus.

For the purpose of applying the limitation set forth in subparagraph (4) above, such policy will apply to municipal securities if the payment of principal and interest for such securities is derived solely from a specific project, and in that situation the Fund will consider such municipal securities to be in an industry associated with the project.

For the purpose of applying the limitation set forth in subparagraph (8) above, an issuer shall be deemed the sole issuer of a security when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets and revenues. Similarly, in the case of a non-governmental issuer, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets and revenues of the non-governmental issuer, then such non-governmental issuer would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior or unrelated governmental or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that are issued by such governmental or other entity. Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank. When a municipal bond is insured by bond insurance, it shall not be considered a security that is issued or guaranteed by the insurer; instead, the issuer of such municipal bond will be determined in accordance with the principles set forth above.

Under the 1940 Act, the Fund may invest only up to 10% of its Managed Assets in the aggregate in shares of other investment companies and only up to 5% of its Managed Assets in any one investment company, provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased. As a stockholder in any investment company, the Fund will bear its ratable share of that investment company’s expenses, and will remain subject to payment of the Fund’s management, advisory and administrative fees with respect to assets so invested. Holders of common shares would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to the same leverage risks described herein. As described in the Prospectus in the section entitled “Risk Factors”, the net asset value and market value of leveraged shares will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by unleveraged shares.

Section 21 of the 1940 Act makes it unlawful for a registered investment company, like the Fund, to lend money or other property if (i) the investment company’s policies set forth in its registration statement do not permit such a loan or (ii) the borrower controls or is under common control with the investment company. The Fund has not applied for, and currently does not intend to apply for, any exemptive relief that would allow it to make loans outside of the limits of the 1940 Act.

In addition to the foregoing fundamental investment policies, the Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees. The Fund may not:

(1) Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

(2) Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act or any exemptive relief obtained thereunder.

(3) Purchase securities of companies for the purpose of exercising control.

(4) Use derivatives for purposes of hedging the Fund’s portfolio, except that the Fund may use derivatives to reduce the portfolio’s exposure to increases in interest rates. In addition, the Fund, in implementing its hedging strategies, may not enter into futures transactions with a notional principal amount that exceeds 35% of its Managed Assets, and may not invest in options on futures the premiums for which exceed 0.5% of Managed Assets in any calendar quarter.

(5) Invest in inverse floating rate securities.

(6) Under normal circumstances, invest less than 80% of the Fund’s Managed Assets in preferred securities.

The restrictions and other limitations set forth above will apply only at the time of purchase of securities and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

The Fund may be subject to certain restrictions imposed by either guidelines of one or more NRSROs that may issue ratings for preferred shares, if any, commercial paper or notes, or, if the Fund borrows from a lender, by the lender. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. If these restrictions were to apply, it is not anticipated that these covenants or guidelines would impede the Fund’s sub-adviser, Spectrum Asset Management, Inc. (“Spectrum”), from managing the Fund’s portfolio in accordance with the Fund’s investment objectives and policies.

INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Fund’s investment objectives, policies, and techniques that are described in the Fund’s Prospectus.

Investment Objectives

Investment Philosophy

Spectrum’s investment philosophy is centered on several underlying themes:

Income Orientation. Over time the primary contributor to the total return of Spectrum’s strategy comes from providing high levels of current income.

Investment Process

Spectrum’s investment process focuses on:

Investment Policies

In addition, under normal circumstances, the Fund may:

•

invest up to 35% of its Managed Assets in U.S. dollar denominated securities of non-U.S. issuers offered, traded or listed in U.S. markets;

•

invest up to 20% of its Managed Assets in debt securities, including convertible debt securities and convertible preferred securities; and

•

invest up to 10% of its Managed Assets in illiquid securities, although the Fund has no current intention to invest in such securities.

Other Policies

Upon Spectrum’s recommendation, during temporary defensive periods and in order to keep the Fund’s cash fully invested, the Fund may deviate from its investment objectives and may invest any percentage of its net assets in short-term investments including high quality, short-term debt securities (or in securities of other open- or closed-end investment companies that invest primarily in preferred securities of the types in which the Fund may invest directly).

The Fund’s objectives and certain investment policies specifically identified in the SAI as such are considered fundamental and may not be changed without shareholder approval. See “Investment Restrictions” in the SAI. All of the Fund’s other investment policies, including as noted above, are not considered to be fundamental by the Fund and can be changed by the Board of Trustees without a vote of the outstanding shareholders.

Portfolio Contents

Non-DRD preferred securities are typically issued by corporations, generally in the form of interest-bearing notes or preferred securities, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The non-DRD preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. The non-DRD preferred securities market is divided into the “$25 par” and the “institutional” segments. The $25 par segment is typified by securities that are listed on the New York Stock Exchange (the “NYSE”), which trade and are quoted “flat”, i.e. , without accrued dividend income, and which are typically callable at par value five years after their original issuance date. The institutional segment is typified by $1,000 par value securities that are not exchange-listed, which trade and are quoted on an “accrued income” basis, and which typically have a minimum of 10 years of call protection (at premium prices) from the date of their original issuance.

Non-DRD preferred securities include but are not limited to:

•

trust originated preferred securities;

•

monthly income preferred securities;

•

quarterly income bond securities;

•

quarterly income debt securities;

•

quarterly income preferred securities;

•

corporate trust securities;

•

public income notes; and

•

other trust preferred securities.

security is not generally as sensitive to interest rates as a similar fixed-income security, nor is it generally as sensitive to changes in share price as its underlying stock. The Fund’s investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid—that is, the Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund. The Fund’s investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into Common Shares or other equity securities (of the same or a different issuer) at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. For issues where the conversion of the security is not at the option of the holder, the Fund may be required to convert the security into the underlying Common Shares even at times when the value of the underlying Common Shares or other equity security has declined substantially. In addition, some convertibles are often rated below investment-grade or are not rated, and therefore may be considered speculative investments. The credit rating of a company’s convertible securities is generally lower than that of its conventional debt securities. Convertibles are normally considered “junior” securities—that is, the company usually must pay interest on its conventional corporate debt before it can make payments on its convertible securities. Some convertibles are particularly sensitive to interest rate changes when their predetermined conversion price is much higher than the issuing company’s Common Shares.

Non-U.S. Securities. The Fund may invest up to 35% of its Managed Assets in U.S. dollar denominated securities of non-U.S. issuers offered, traded or listed in U.S. markets. Investments in securities of non-U.S. companies involve risks in addition to the usual risks inherent in domestic investments, including currency risk. The value of a non-U.S. security in U.S. dollars tends to decrease when the value of the U.S. dollar rises against the non-U.S. currency in which the security is denominated and tends to increase when the value of the U.S. dollar falls against such currency. Non-U.S. securities are affected by the fact that in many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the United States and companies may not be subject to uniform accounting, auditing and financial reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation; withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects. The Fund may invest directly in dollar-denominated securities issued by non-U.S. companies. The Fund may also invest in non-U.S. securities by purchasing depositary receipts, denominated in U.S. dollars, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities representing indirect ownership interests in the securities of non-U.S. companies, including New York Shares. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR or GDR representing ownership of Common Shares will be treated as Common Shares. ADRs, EDRs and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. companies, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. companies’ stock, the Fund avoids currency risks during the settlement period. Some ADRs may not be sponsored by the issuer. Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”) and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation. Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is

established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if the Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security. Whether a sponsored or unsponsored facility, there is no assurance that either would pass through to the holders of the receipts voting rights with respect to the deposited securities. In considering whether to invest in the securities of a non-U.S. company, the portfolio managers consider such factors as the characteristics of the particular company, differences between economic trends, and the performance of securities markets within the United States and those within other countries. The portfolio managers also consider factors relating to the general economic, governmental and social conditions of the country or countries where the company is located. Securities transactions conducted outside the United States may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the United States, (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.

Financial Services Company Securities. The Fund intends to invest at least 25% of its Managed Assets in securities issued by companies “principally engaged” in financial services. A company is “principally engaged” in financial services if it owns financial services-related assets that constitute at least 50% of its revenues from providing financial services. Companies in the financial services sector include commercial banks, industrial banks, savings institutions, finance companies, diversified financial services companies, investment banking firms, securities brokerage houses, investment advisory companies, leasing companies, insurance companies and companies providing similar services.

The Fund has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” with the CFTC and the National Futures Association, which regulate trading in the futures markets. As a result of the Fund’s filing with the CFTC and the National Futures Association, the Fund, its officers and directors are not subject to the registration requirements of the Commodity Exchange Act, as amended (the “CEA”), and are not subject to regulation as commodity pool operators under the CEA. The Fund reserves the right to engage in transactions involving futures and options thereon to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Fund’s policies.

There is no assurance that these derivative strategies will be available at any time or that Spectrum will determine to use them for the Fund or, if used, that the strategies will be successful.

Illiquid Securities. While the Fund does not currently intend to invest in illiquid securities ( i.e. , any security which cannot be sold or disposed of in the ordinary course of business within seven (7) days at the approximate price at which the client account values the security), it may invest up to 10% of its Managed Assets in illiquid securities. For this purpose, illiquid securities include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) but that are deemed to be illiquid, and repurchase agreements with maturities in excess of seven days. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid or illiquid for purposes of this 10% limitation. The Board of Trustees has delegated to Spectrum and the Fund’s investment adviser, Nuveen Fund Advisors, Inc. (“NFA”), the day-to-day determination of the illiquidity of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed Spectrum and NFA to look for such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; the amount of time normally needed to dispose of the security; and the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof ( e.g. , certain repurchase obligations and demand instruments), and (iii) other permissible relevant factors.

Cash Equivalents and Short-Term Investments. Upon Spectrum’s recommendation, during temporary defensive periods and in order to keep the Fund’s cash fully invested, are being invested, the Fund may deviate from its investment objectives and may invest any percentage of its net assets in short-term investments including high quality, short-term debt securities (or in securities of other open- or closed-end investment companies that invest primarily in preferred securities of the types in which the Fund may invest directly).

There is no assurance that these derivative strategies will be available at any time or that NFA will determine to use them for the Fund or, if used, that the strategies will be successful.

For further information regarding these investment strategies and risks presented thereby, see Appendix B to this Statement of Additional Information.

NO INVERSE FLOATING RATE SECURITIES

The Fund will not invest in inverse floating rate securities, which are securities that pay interest at rates that vary inversely with changes in prevailing interest rates and which represent a leveraged investment in an underlying security.

OTHER INVESTMENT COMPANIES

The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (“ETFs”) that invest primarily in securities of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its Managed Assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or other pooled investment vehicles either during periods when it has large amounts of uninvested cash, such as the period shortly after the Fund receives the proceeds of the offering of its Common Shares or Borrowings. The Fund may invest in investment companies that are advised by the NFA, Spectrum or their respective affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the Securities and Exchange Commission. The Fund has not received or applied for, nor does it currently intend to apply for, any such relief. As a stockholder in an investment company, the Fund will bear its ratable share of that investment company’s expenses, and would remain subject to payment of the Fund’s advisory and administrative fees with respect to assets so invested. Common shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies.

Spectrum will take expenses into account when evaluating the investment merits of an investment in an investment company relative to available security investments. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to the same leverage risks described herein. As described in the section entitled “Risk Factors” in the Prospectus, the net asset value and market value of leveraged shares will be more volatile and the yield to Common Shareholders will tend to fluctuate more than the yield generated by unleveraged shares.

PORTFOLIO TRADING AND TURNOVER RATE

The Fund may engage in portfolio trading when considered appropriate, but short-term trading will not be used as the primary means of achieving the Fund’s investment objectives. Although the Fund cannot accurately predict its annual portfolio turnover rate, it is generally not expected to exceed % under normal circumstances. However, there are no limits on the Fund’s rate of portfolio turnover, and investments may be sold without regard to length of time held when, in Spectrum’s opinion, investment considerations warrant such action. A higher portfolio turnover rate would result in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. Although these commissions and expenses are not reflected in the Fund’s “Total Annual Expenses” on page 13 of this prospectus, they will be reflected in the Fund’s total return. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. See “Tax Matters.”

REPURCHASE AGREEMENTS

As temporary investments, the Fund may invest in repurchase agreements. A repurchase agreement is a contractual agreement whereby the seller of securities (U.S. government securities or municipal securities) agrees to repurchase the same security at a specified price on a future date agreed upon by the parties. The agreed-upon repurchase price determines the yield during the Fund’s holding period. Repurchase agreements are considered to

be loans collateralized by the underlying security that is the subject of the repurchase contract. Income generated from transactions in repurchase agreements will be taxable. See “Tax Matters” for information relating to the allocation of taxable income between common shares and preferred shares, if any. The Fund will only enter into repurchase agreements with registered securities dealers or domestic banks that, in the opinion of NFA, present minimal credit risk. The risk to the Fund is limited to the ability of the issuer to pay the agreed-upon repurchase price on the delivery date; however, although the value of the underlying collateral at the time the transaction is entered into always equals or exceeds the agreed-upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal and interest. In the event of default, the collateral may be sold but the Fund might incur a loss if the value of the collateral declines, and might incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller of the security, realization upon the collateral by the Fund may be delayed or limited. Spectrum will monitor the value of the collateral at the time the transaction is entered into and at all times subsequent during the term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed-upon repurchase price. In the event the value of the collateral declines below the repurchase price, Spectrum will demand additional collateral from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest.

SEGREGATION OF ASSETS

As a closed-end investment company registered with the Securities and Exchange Commission, the Fund is subject to the federal securities laws, including the 1940 Act, the rules thereunder, and various interpretive provisions of the Securities and Exchange Commission and its staff. In accordance with these laws, rules and positions, the Fund must “set aside” (often referred to as “asset segregation”) liquid assets, or engage in other Securities and Exchange Commission or staff-approved measures, to “cover” open positions with respect to certain kinds of derivatives instruments. In the case of forward currency contracts that are not contractually required to cash settle, for example, the Fund must set aside liquid assets equal to such contracts’ full notional value while the positions are open. With respect to forward currency contracts that are contractually required to cash settle, however, the Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligations ( i.e. , the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the positions from time to time articulated by the Securities and Exchange Commission or its staff regarding asset segregation.

The Fund generally will use its assets to cover its obligations as required by the 1940 Act, the rules thereunder, and applicable positions of the Securities and Exchange Commission and its staff. As a result of their segregation, such assets may not be used for other operational purposes. NFA will monitor the Fund’s use of derivatives and will take action as necessary for the purpose of complying with the asset segregation policy stated above. Such actions may include the sale of the Fund’s portfolio investments.

SHORT-TERM INVESTMENTS

Short-Term Taxable Fixed Income Securities. For temporary defensive purposes or to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in cash equivalents and short- term taxable fixed-income securities, although the Fund intends to invest in taxable short-term investments only in the event that suitable tax-exempt short- term investments are not available at reasonable prices and yields. Short-term taxable fixed income investments are defined to include, without limitation, the following:

(1) U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the

full faith and credit of the United States; (b) the Federal Home Loan Banks*, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association*, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies, and instrumentalities do not guarantee the market value of their securities. Consequently, the value of such securities may fluctuate.

(2) Certificates of Deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $100,000; therefore, certificates of deposit purchased by the Fund may not be fully insured.

(3) Repurchase agreements, which involve purchases of debt securities. At the time the Fund purchases securities pursuant to a repurchase agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back the securities at a fixed price and time. This assures a predetermined yield for the Fund during its holding period, since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Fund to invest temporarily available cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers’ acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Fund is entitled to sell the underlying collateral. If the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. Spectrum monitors the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. Spectrum does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.

(4) Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. Spectrum will consider the financial condition of the corporation ( e.g. , earning power, cash flow, and other liquidity measures) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because the Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories by a major rating agency and which mature within one year of the date of purchase or carry a variable or floating rate of interest.

ZERO COUPON BONDS

A zero coupon bond is a bond that typically does not pay interest either for the entire life of the obligation or for an initial period after the issuance of the obligation. When held to its maturity, the holder receives the par value of the zero coupon bond, which generates a return equal to the difference between the purchase price and

*	These securities are not backed by the full faith and credit of the United States Government.

its maturity value. A zero coupon bond is normally issued and traded at a deep discount from face value. This original issue discount (“OID”) approximates the total amount of interest the security will accrue and compound prior to its maturity and reflects the payment deferral and credit risk associated with the instrument. Because zero coupon securities and other OID instruments do not pay cash interest at regular intervals, the instruments’ ongoing accruals require ongoing judgments concerning the collectability of deferred payments and the value of any associated collateral. As a result, these securities may be subject to greater value fluctuations and less liquidity in the event of adverse market conditions than comparably rated securities that pay cash on a current basis. Because zero coupon bonds, and OID instruments generally, allow an issuer to avoid or delay the need to generate cash to meet current interest payments, they may involve greater payment deferral and credit risk than coupon loans and bonds that pay interest currently. The Fund generally will be required to distribute dividends to shareholders representing the income of these instruments as it accrues, even though the Fund will not receive all of the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not be advisable to do so, and use the cash proceeds to make income distributions to its shareholders. For accounting purposes, these cash distributions to shareholders will not be treated as a return of capital.

Further, NFA collects management fees on the value of a zero coupon bond or OID instrument attributable to the ongoing non-cash accrual of interest over the life of the bond or other instrument. As a result, NFA receives non-refundable cash payments based on such non-cash accruals while investors incur the risk that such non-cash accruals ultimately may not be realized.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

The management of the Fund, including general supervision of the duties performed for the Fund under the Investment Management Agreement (as defined under “Investment Adviser and Sub-Adviser—Investment Management Agreement and Related Fees”), is the responsibility of the Board of Trustees of the Fund. The number of trustees of the Fund is ten, one of whom is an “interested person” (as the term “interested person” is defined in the 1940 Act) and nine of whom are not interested persons (referred to herein as “independent trustees”). None of the independent trustees has ever been a director, trustee or employee of, or consultant to, Nuveen Investments, NFA, Spectrum or their affiliates. The Board of Trustees is divided into three classes, Class I, Class II and Class III, the Class I trustees serving until the 2013 annual meeting, the Class II trustees serving until the 2014 annual meeting and the Class III trustees serving until the 2015 annual meeting, in each case until their respective successors are elected and qualified, as described below. Currently, William C. Hunter, Judith M. Stockdale, Carole E. Stone and Virginia L. Stringer are slated in Class I, John P. Amboian, David J. Kundert and Terence J. Toth are slated in Class II and Robert P. Bremner, Jack B. Evans and William J. Schneider are slated in Class III. The officers of the Fund serve annual terms and are elected on an annual basis. The names, business addresses and birthdates of the trustees and officers of the Fund, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other trusteeships they hold are set forth below. The trustees of the Fund are directors or trustees, as the case may be, of 99 Nuveen-sponsored open-end funds (the “Nuveen Mutual Funds”) and 117 Nuveen-sponsored closed-end funds (collectively with the Nuveen Mutual Funds, the “Nuveen Funds”).

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

INDEPENDENT TRUSTEES:

Robert P. Bremner

8/22/1940

333 West Wacker Drive

Chicago, IL 60606

Chairman of
the Board
and Trustee

Term—Class III;
Length of Service—
Since 2002
(inception of Fund)

Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.

216

None

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

Jack B. Evans

10/22/1948

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class III;
Length of Service—

Since 2002
(inception of Fund)

President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Member of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., (a regional financial services firm).

216

Director and
Chairman,
United Fire
Group, a
publicly
held
company;
formerly,
Director,
Alliant
Energy.

William C. Hunter

3/6/1948

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class I;
Length of Service—
Since 2004

Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2005) and President (since July 2012) of Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); formerly, Director (1997-2007), Credit Research Center at Georgetown University; previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003).

216

Director
(since 2004)
of Xerox
Corporation.

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

David J. Kundert

10/28/1942

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class III;
Length of Service—
Since 2005

Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; member of the Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation.

216

None

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

William J. Schneider

9/24/1944

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class III;
Length of Service—
Since 2002
(inception of Fund)

Chairman of Miller-Valentine Partners Ltd., a real estate investment company; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; formerly, Senior Partner and Chief Operating Officer (retired) of Miller-Valentine Group; formerly member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank.

216

None

Judith M. Stockdale

12/29/1947

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class I;
Length of Service—
Since 2002
(inception of Fund)

Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).

216

None

Carole E. Stone

6/28/1947

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class I;
Length of Service—
Since 2007

Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).

216

Director,
Chicago
Board
Options
Exchange
(since
2006).

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

Virginia L. Stringer

8/16/1944

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class I;
Length of Service—
Since 2011

Board Member, Mutual Fund Directors Forum; Governance consultant and non-profit board member; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company.

216

Previously,
Independent
Director,
First
American
Fund
Complex
(1987-2010)
and Chair
(1997-2010).

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

Terence J. Toth

9/29/1959

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class II;
Length of Service—
Since 2008

Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Goodman Theatre Board (since 2004), Chicago Fellowship Board (since 2005) and Catalyst Schools of Chicago Board (since 2008); formerly, Member,

Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).

216

None

Name, Date of Birth
and Business Address

Position(s)
Held with
Fund

Term of Office
and Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

Other
Trusteeships
Held by
Trustee
During Past
Five Years

INTERESTED TRUSTEE:

John P. Amboian ⁽¹⁾

6/14/1961

333 West Wacker Drive

Chicago, IL 60606

Trustee

Term—Class II;
Length of Service—
Since 2008

Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc., formerly, President (1999-2007); Chief Executive Officer (since 2007) of Nuveen Investments Advisers Inc.; Director (since 1998), formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc.

216

None

(1)	Mr. Amboian is an “interested person” of the Trust, as defined in the 1940 Act, by reason of his position with Nuveen Investments, Inc. (“Nuveen Investments”) and certain of its subsidiaries.

OFFICERS OF THE FUND

Name, Date of Birth and
Business Address

Position(s)
Held with
Fund

Term of Office and
Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen by
Trustee

Gifford R. Zimmerman

9/9/1956

333 West Wacker Drive

Chicago, IL 60606

Chief
Administrative
Officer

Term—Until
August 2013;
Length of Service—
Since 2002
(inception of Fund)

Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and Winslow Capital Management, LLC (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2006) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.

216


Name, Date of Birth and Business Address	Position(s) Held with Fund	Term of Office and Length of Time Served with Fund	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee
Williams Adams IV 6/9/1955 333 West Wacker Drive Chicago, IL 60606	Vice President	Term—Until August 2013; Length of Service— Since 2007	Senior Executive Vice President, Global Structured Products, formerly, Executive Vice President (1999-2010) of Nuveen Investments, LLC; Co-President of Nuveen Fund Advisors, Inc. (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC.		117

Cedric H. Antosiewicz 1/11/1962 333 West Wacker Drive Chicago, IL 60606	Vice President	Term—Until August 2013; Length of Service— Since 2007	Managing Director of Nuveen Securities, LLC.		117

Margo L. Cook 4/11/1964 333 West Wacker Drive Chicago, IL 60606	Vice President	Term—Until August 2013; Length of Service— Since 2009	Executive Vice President (since 2008) of Nuveen Investments, Inc. and Nuveen Fund Advisors, Inc. (since 2011); Managing Director—Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.		216

Lorna C. Ferguson 10/24/1955 333 West Wacker Drive Chicago, IL 60606	Vice President	Term—Until August 2013; Length of Service— Since 2002 (inception of Fund)	Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors, Inc.		216

Name, Date of Birth and
Business Address

Position(s)
Held with
Fund

Term of Office and
Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen by
Trustee

Stephen D. Foy

5/31/1954

333 West Wacker Drive

Chicago, IL 60606

Vice President
and Controller

Term—Until
August 2013;
Length of Service—
Since 2002
(inception of Fund)

Senior Vice President (since 2010), formerly Vice President (2004-2010) and Funds Controller of Nuveen Securities, LLC; Vice President of Nuveen Fund Advisors, Inc. (since 2005); Chief Financial Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Certified Public Accountant.

216


Name, Date of Birth and Business Address	Position(s) Held with Fund	Term of Office and Length of Time Served with Fund	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee
Scott S. Grace 8/20/1970 333 West Wacker Drive Chicago, IL 60606	Vice President and Treasurer	Term—Until August 2013; Length of Service— Since 2009	Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Investment Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant.		216

Walter M. Kelly 2/24/1970 333 West Wacker Drive Chicago, IL 60606	Vice President and Chief Compliance Officer	Term—Until August 2013; Length of Service— Since 2003	Senior Vice President (since 2008) and Assistant Secretary (since 2003), of Nuveen Fund Advisors, Inc.; Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities LLC.		216


Name, Date of Birth and Business Address	Position(s) Held with Fund	Term of Office and Length of Time Served with Fund	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee
Tina M. Lazar 8/271961 333 West Wacker Drive Chicago, IL 60606	Vice President	Term—Until August 2013; Length of Service— Since 2002	Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc.		216

Kevin J. McCarthy 3/26/1966 333 West Wacker Drive Chicago, IL 60606	Vice President and Secretary	Term—Until August 2013; Length of Service— Since 2007	Managing Director and Assistant Secretary (since 2008), formerly, Vice President (2007-2008) of Nuveen Securities, LLC; Managing Director (since 2008), Vice President and Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).		216

Name, Date of Birth and
Business Address

Position(s)
Held with
Fund

Term of Office and
Length of Time
Served with Fund

Principal Occupation(s)
During Past Five Years

Number of Portfolios
in Fund Complex
Overseen by
Trustee

Kathleen L. Prudhomme

3/30/1953

333 West Wacker Drive

Chicago, IL 60606

Vice President
and Assistant
Secretary

Term—Until
August 2013;
Length of Service—
Since 2011

Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).

216

Board Leadership Structure and Risk Oversight

The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the “Board” and the directors or trustees of the Nuveen Funds, as applicable, are each referred to herein as “Trustees”) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by the investment adviser and sub-adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who serve on the board of every fund in the complex. In adopting a unitary board structure, the Trustees seek to provide effective governance through establishing a board, the overall composition of which, will, as a body, possess the appropriate skills, independence and experience to oversee the Nuveen Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Trustees consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Trustees.

The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the trustees across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increase the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the investment adviser, sub-adviser and other service providers.

In an effort to enhance the independence of the Board, the Board also has a Chairman that is an independent Trustee. The Board recognizes that a chairman can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chairman may be able to better perform these functions without any conflicts of interests arising from a position with fund management. Accordingly, the Trustees have elected Robert P. Bremner as the independent Chairman of the

Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the Trustees are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Trustees and the shareholders.

Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Trustees to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of Trustees among the different committees allows the Trustees to gain additional and different perspectives of the Fund’s operations. The Board has established five standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Nominating and Governance Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.

The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian serve as the current members of the Executive Committee of the Board. During the fiscal year ended July 31, 2012, the Executive Committee did not meet.

The Dividend Committee is authorized to declare distributions on the Trust’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth. During the fiscal year ended July 31, 2012 the Dividend Committee met five times.

The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Nuveen Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Nuveen Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to

investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The committee operates under a written charter adopted and approved by the Board of Trustees. The members of the Compliance Committee are Jack B. Evans, William C. Hunter, William J. Schneider, Virginia L. Stringer and Judith M. Stockdale, Chair. During the fiscal year ended July 31, 2012 the Compliance Committee met six times.

The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Nuveen Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Nuveen Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Trustees Funds’ securities brought to its attention and considers the risks to the Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Trustees Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and the internal audit group at Nuveen Investments. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds’ financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an independent Trustee of the Nuveen Funds. During the fiscal year ended July 31, 2012 the Audit Committee met four times.

The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Nuveen Funds’ business.

In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of Trustees; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to Trustee compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Trustees and reserves the right to interview any and all candidates and to make the final selection of any new Trustees. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to internal and external sub-advisers and service providers) and, if qualifying as an Independent Trustee candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Trustees at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent Trustees of the Nuveen Funds. Accordingly, the members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone and Terence J. Toth. During the fiscal year ended July 31, 2012, the Nominating and Governance Committee met six times.

Effective January 1, 2012, the Board approved the creation of the Open-End Funds Committee. The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“Open-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Robert P. Bremner, David J. Kundert, Judith M. Stockdale, Virginia L. Stringer and Terence J. Toth, Chair. From January 1, 2012 through July 31, 2012, the Open-End Funds Committee met two times.

Effective January 1, 2012, the Board approved the creation of the Closed-End Funds Committee. The Closed-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as closed-end investment companies (“Closed-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Closed-End Fund and may review and evaluate any matters relating to any existing Closed-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Closed-End Funds Committee are Robert P. Bremner, Jack B. Evans, William C. Hunter, William J. Schneider, Chair, and Carole E. Stone. From January 1, 2012 through July 31, 2012, the Closed-End Funds Committee met two times.

Board Diversification and Trustee Qualifications

In determining that a particular Board Member was qualified to serve as a Board Member, the Board has considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact

effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties and the Board believes each Board Member satisfies this standard.

An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member (including the Boards of the Funds), or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and or/other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this SAI, each Board Member should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

John P. Amboian

Mr. Amboian, an interested Trustee of the Nuveen Funds, joined Nuveen Investments, Inc. (“Nuveen”) in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firm’s product, marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelor’s degree in economics and a Masters of Business Administration (“MBA”) from the University of Chicago. Mr. Amboian serves on the Board of Trustees of Nuveen and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Children’s Memorial Hospital and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.

Robert P. Bremner

Mr. Bremner, the Nuveen Funds’ Independent Chairman, is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.

Jack B. Evans

President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago as well as a Director of Alliant Energy. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of the Source Media Group, is a member of the Board of Regents for the State of Iowa University System and is a Life Trustee of Coe College. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.

William C. Hunter

Mr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointed Dean of the Henry B. Tippie College of Business at the University of Iowa on July 1, 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business since June 2003. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University, SS&C Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western Europe, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is a Director and President of Beta Gamma Sigma, Inc., The International Business Honor Society.

David J. Kundert

Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, and as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Currently, Mr. Kundert is a Director of the Northwestern Mutual Wealth Management Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and he is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He received his Bachelor of Arts degree from Luther College, and his Juris Doctor from Valparaiso University.

William J. Schneider

Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He is a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.

Judith M. Stockdale

Ms. Stockdale is currently Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Lowcountry of South Carolina. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.

Carole E. Stone

Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated and was formerly a Commissioner on the New York State Commission on Public Authority Reform. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board and as a member of the Boards of Directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts from Skidmore College in Business Administration.

Virginia L. Stringer

Ms. Stringer served as the independent chair of the Board of the First American Fund Complex from 1997 to 2010, having joined such Board in 1987. Ms. Stringer serves on the board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the past board chair of the Oak Leaf Trust, director of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board member of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota to the Board on Judicial Standards and also served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer also served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty five years of corporate experience having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.

Terence J. Toth

Mr. Toth is a Director, Legal & General Investment Management America, Inc. (since 2008) and a Managing Partner, Promus Capital (since 2008). From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of the Goodman Theatre and Chicago Fellowship and is Chairman of the Board of Catalyst Schools of Chicago. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.

SHARE OWNERSHIP

The following table sets forth the dollar range of equity securities beneficially owned by each trustee as of December 31, 2011.


Name of Trustee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
John M. Amboian	$1 - $10,000		Over $100,000
Robert P. Bremner	None		Over $100,000
Jack B. Evans	$10,001 - $50,000		Over $100,000
William C. Hunter	None		Over $100,000
David J. Kundert	None		Over $100,000
William S. Schneider	None		Over $100,000
Judith M. Stockdale	None		Over $100,000
Carole E. Stone	None		Over $100,000
Virginia L. Stringer	None		Over $100,000
Terence J. Toth	None		Over $100,000

No trustee who is not an interested person of the Fund or his immediate family member owns beneficially or of record, any security of NFA, Spectrum, Nuveen Investments or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with NFA, or Nuveen Investments.

As of September 30, 2012, the officers and Trustees as a group beneficially owned less than 1% of any class of the Fund’s outstanding securities. As of September 30, 2012, no shareholder beneficially owned more than 5% of any class of shares of the Fund. Additionally, no disinterested trustee owned shares of NFA, Spectrum or Nuveen (or any entity controlled by or under common control with NFA, Spectrum or Nuveen).

COMPENSATION

The following table shows, for each independent trustee, (1) the aggregate compensation paid by the Fund for its fiscal year ended July 31, 2012, (2) the amount of total compensation paid by the Fund that has been deferred and (3) the total compensation paid to each trustee by the Nuveen Funds during the calendar year ended December 31, 2011. The Fund does not have a retirement or pension plan. The officers and trustees affiliated with Nuveen Investments serve without any compensation from the Fund. Certain of the Nuveen Funds have a deferred compensation plan (the “Plan”) that permits any trustee who is not an “interested person” of certain funds to elect to defer receipt of all or a portion of his or her compensation as a trustee. The deferred compensation of a participating trustee is credited to the book reserve account of a fund when the compensation would otherwise have been paid to the trustee. The value of the trustee’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions from a trustee’s deferral account, the trustee may elect to receive distributions in a lump sum or over a period of five years. The Fund will not be liable for any other fund’s obligations to make distributions under the Plan.


Trustee	Aggregate Compensation from Fund ⁽¹⁾		Amount of Total Compensation from the Fund that has been Deferred ⁽²⁾		Total Compensation from Fund and Fund Complex ⁽³⁾
Robert P. Bremner	$	5,802	$	854	$	329,731
Jack B. Evans		4,650		1,174		260,124


Trustee	Aggregate Compensation from Fund ⁽¹⁾		Amount of Total Compensation from the Fund that has been Deferred ⁽²⁾		Total Compensation from Fund and Fund Complex ⁽³⁾
William C. Hunter	$	4,317	$	2,487	$	218,576
David J. Kundert		4,441		4,441		244,966
William J. Schneider		4,852		2,216		259,415
Judith M. Stockdale		4,557		2,713		248,033
Carole E. Stone		4,625		—		245,650
Virginia L. Stringer		3,484		—		175,000
Terence J. Toth		4,932		—		263,891

(1)	The compensation paid, including deferred amounts, to the independent trustees for the fiscal year ended July 31, 2012 for services to the Fund.

(2)

Pursuant to a deferred compensation agreement with certain of the Nuveen Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. Total deferred fees for the Fund (including the return from the assumed investment in the eligible Nuveen Funds) payable are stated above.

(3)

Based on the compensation paid (including any amounts deferred) for the 2011 calendar year ended December 31, 2011 for services to the Nuveen open-end and closed-end funds. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this column are presented on a calendar year basis.

Prior to January 1, 2012, independent trustees received a $120,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee received $10,000 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent trustees also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen Funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee will at the time of formation determined compensation to be paid to the members of such committee; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen Funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.

Effective January 1, 2012, independent trustees receive a $130,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, nonregularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Open-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Open-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent trustees also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen Funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen Funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.

The Fund has no employees. Its officers are compensated by Nuveen Investments or its affiliates.

INVESTMENT ADVISER AND SUB-ADVISER

Investment Adviser. Nuveen Fund Advisors, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser for the Fund and is responsible for the Fund’s overall investment strategy and its implementation. NFA also is responsible for managing the Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services. NFA is a wholly owned subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). Founded in 1898, Nuveen Investments and its affiliates had approximately $212 billion of assets under management as of June 30, 2012.

Investment Management Agreement and Related Fees. Pursuant to an investment management agreement between NFA and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the overall advisory and administrative services and general office facilities provided by NFA. The Fund’s management fee is separated into two components—a complex-level component, based on the aggregate amount of all fund assets managed by NFA, and a specific fund-level component, based only on the amount of assets within the Fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by NFA.

Fund-Level Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:


Average Daily Managed Assets*	Fund-Level Fee Rate
For the first $500 million		0.7000	%
For the next $500 million		0.6750	%
For the next $500 million		0.6500	%
For the next $500 million		0.6250	%
For managed assets over $2 billion		0.6000	%

Complex-Level Fee. The annual complex-level fee for the Fund, payable monthly, is calculated according to the following schedule:


Complex-Level Managed Asset Breakpoint Level*	Effective Rate at Breakpoint Level
$55 billion		0.2000	%
$56 billion		0.1996	%
$57 billion		0.1989	%
$60 billion		0.1961	%
$63 billion		0.1931	%
$66 billion		0.1900	%
$71 billion		0.1851	%
$76 billion		0.1806	%
$80 billion		0.1773	%
$91 billion		0.1691	%
$125 billion		0.1599	%
$200 billion		0.1505	%
$250 billion		0.1469	%
$300 billion		0.1445	%

The following table sets forth the management fee paid by the Fund for the last three fiscal periods.


	Management Fee Net of Expense Reimbursement Paid to NFA for the Year Ended:		Expense Reimbursement from NFA for the Year Ended:
Twelve months ended December 31, 2010	$	10,313,513	$	756,203
Seven months ended July 31, 2011 ⁽¹⁾	$	6,833,853	$	1,114
Twelve months ended July 31, 2012	$	11,931,860	$	—

(1)	During the fiscal period, the Fund changed its fiscal and tax year ends from December 31 to July 31.

In addition to the fee of NFA, the Fund pays all other costs and expenses of its operations, including compensation of its trustees (other than those affiliated with NFA), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of repurchasing shares, expenses of issuing preferred shares, if any, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to governmental agencies and taxes, if any. All fees and expenses are accrued daily and deducted before payment of dividends to investors.

Sub-Advisory Agreement and Related Fees. Pursuant to a sub-advisory agreement between NFA and Spectrum (the “Sub-Advisory Agreement”), Spectrum is compensated for the services it provides to the Fund with a portion of the management fee NFA receives from the Fund. NFA and Spectrum retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.

The following table sets forth the management fee paid by NFA to Spectrum for the last three fiscal periods.


Fiscal Period Ended:	Sub-Advisory Fee Paid by NFA to Spectrum
Twelve Months ended December 31, 2010	$	4,125,405
Seven Months ended July 31, 2011 ⁽¹⁾	$	2,734,272
Twelve Months ended July 31, 2012	$	4,772,744

⁽¹⁾	During the fiscal period, the Fund changed its fiscal and tax year ends from December 31 to July 31.

PORTFOLIO MANAGERS

Unless otherwise indicated, the information below is provided as of the date of this Statement of Additional Information.

Portfolio Management. Mark A. Lieb and L. Phillip Jacoby are co-portfolio managers of the Fund. Mr. Lieb is the Founder, President and Chief Executive Officer of Spectrum. Mr. Jacoby is an Executive Director and Chief Investment Officer of Spectrum.

Other Accounts Managed by Portfolio Managers. The Portfolio Managers also have responsibility for the day-to-day management of accounts other than the Fund. Information regarding these other accounts is set forth below.


	Number of Other Accounts Managed and Assets by Account Type as of July 31, 2012
Portfolio Manager	Type of Account Managed	Number of Accounts		Total Assets		Number of Accounts with Performance Based Fees		Assets of Accounts with Performance Based Fees
L. Philip Jacoby	Separately Managed Accounts		39	$	5,737,833,331		0	$	0
	Pooled Accounts		5	$	1,983,054,814		0	$	0
	Registered Investment Vehicles		5	$	7,958,557,604		0	$	0

Mark A. Lieb	Separately Managed Accounts		39	$	5,753,032,059		0	$	0
	Pooled Accounts		5	$	1,983,054,814		0	$	0
	Registered Investment Vehicles		5	$	7,958,557,604		0	$	0

Compensation. All Spectrum portfolio managers are paid a base salary and discretionary bonus. Salaries are established based on a benchmark of national salary levels of relevant asset management firms, taking into account each portfolio manager’s position and responsibilities, experience, contribution to client servicing, compliance with firm and/or regulatory policies and procedures, work ethic, seniority and length of service, and contribution to the overall functioning of the organization. Base salaries are fixed, but are subject to periodic adjustments, usually on an annual basis.

The discretionary bonus component is variable and may represent a significant portion of an individual’s total annual compensation. Discretionary bonuses are determined quarterly and are based on a methodology used by senior management that takes into consideration several factors, including but not necessarily limited to those listed below:

•

Changes in overall firm assets under management, including those assets in the Fund (portfolio managers are not directly incentivized to increase assets under management, although they are indirectly compensated as a result of an increase in assets under management).

•

Portfolio performance (on a pre-tax basis) relative to benchmarks measured annually (the relevant benchmark is a custom benchmark composed of 50% Merrill Lynch Preferred Stock—Fixed Rate Index and 50% Barclays Capital Securities US Tier 1 Index).

•

Contribution to client servicing.

•

Compliance with firm and/or regulatory policies and procedures.

•

Work ethic.

•

Seniority and length of service.

•

Contribution to overall functioning of organization.

Total compensation is designed to be globally competitive and is evaluated annually relative to other top-tier asset management firms.

When required by applicable regulations, information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended July 31 will be available without charge by calling (800) 257-8787 or by accessing the Securities and Exchange Commission’s website at http://www.sec.gov.

Material Conflicts of Interest. The portfolio manager’s simultaneous management of the Fund and the other accounts noted above may present actual or apparent conflicts of interest with respect to the allocation and aggregation of securities orders placed on behalf of the Fund and the other account. Spectrum; however, believes that such potential conflicts are mitigated by the fact that Spectrum has adopted several policies that address potential conflicts of interest, including best execution and trade allocation policies that are designed to ensure (1) that portfolio management is seeking the best price for portfolio securities under the circumstances, (2) fair and equitable allocation of investment opportunities among accounts over time and (3) compliance with

applicable regulatory requirements. All accounts are to be treated in a non-preferential manner, such that allocations are not based upon account performance, fee structure or preference of the portfolio manager. In addition, Spectrum has adopted a Code of Conduct that sets forth policies regarding conflicts of interest.

Ownership of Fund Shares by Portfolio Managers. As of July 31, 2012, the Portfolio Manager beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of the Fund having values within the indicated dollar ranges.


Portfolio Manager	Dollar Range of Equity Securities Beneficially Owned in the Fund
L. Phillip Jacoby	$	50,000 - $100,000
Mark A. Lieb	$	100,000 - $500,000

CODE OF ETHICS

The Fund, NFA, Spectrum, Nuveen Securities and other related entities have adopted codes of ethics that essentially prohibit certain of their personnel, including the Fund’s Portfolio Manager, from engaging in personal investments that compete or interfere with, or attempt to take advantage of a client’s, including the Fund’s, anticipated or actual portfolio transactions, and are designed to assure that the interests of clients, including Fund shareholders, are placed before the interests of personnel in connection with personal investment transactions. Personnel subject to the codes of ethics are permitted to invest in securities that may be purchased or held by the Fund, subject to the restrictions set forth in such codes. Text-only versions of the codes of ethics of the Fund, NFA, Spectrum, and Nuveen can be viewed online or downloaded from the EDGAR Database on the SEC’s internet web site at www.sec.gov. You may also review and copy those documents by visiting the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. In addition, copies of those codes of ethics may be obtained, after mailing the appropriate duplicating fee, by writing to the SEC’s Public Reference Section, 100 F Street, N.E., Washington, DC 20549-0102 or by e-mail request at publicinfo@sec.gov.

PROXY VOTING POLICIES

The Board has delegated the authority to vote proxies for the Fund to NFA. NFA, in turn, has delegated to Spectrum the full responsibility for proxy voting and related duties in accordance with Spectrum’s policy and procedures. NFA periodically will monitor Spectrum’s voting to ensure that they are carrying out their duties.

Specturm’s proxy voting policies and procedures are summarized as follows:

Proxy Voting Policy. Spectrum has adopted a Policy on Proxy Voting for Investment Advisory Clients (the “Voting Policy”), which provides that Spectrum aims to ensure that, when delegated proxy voting authority by a client, Spectrum acts (1) solely in the interest of the client in providing for ultimate long-term stockholder value, and (2) without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote. Spectrum relies on the custodian bank to deliver proxies to Spectrum for voting.

Spectrum has selected RiskMetrics Group (formerly ISS) to assist with Spectrum’s proxy voting responsibilities. Spectrum generally follows RiskMetrics standard proxy voting guidelines which embody the positions and factors Spectrum considers important in casting proxy votes. In connection with each proxy vote, RiskMetrics prepares a written analysis and recommendation based on its guidelines. In order to avoid any conflict of interest for RiskMetrics, Spectrum’s Chief Compliance Officer will require RiskMetrics to deliver additional information or certify that RiskMetrics has adopted policies and procedures to detect and mitigate such

conflicts of interest in issuing voting recommendations. Spectrum also may obtain voting recommendations from two proxy voting services as an additional check on the independence of RiskMetrics’ voting recommendations.

Spectrum may, on any particular proxy vote, diverge from RiskMetrics’ guidelines or recommendations. In such a case, Spectrum’s Voting Policy requires that: (i) the requesting party document the reason for the request; (ii) the approval of Spectrum’s Chief Investment Officer; (iii) notification to appropriate compliance personnel; (iv) a determination that the decision is not influenced by any conflict of interest; and (v) a written record of the process.

When Spectrum determines not to follow RiskMetrics’ guidelines or recommendations, Spectrum classifies proxy voting issues into three broad categories: (1) Routine Administrative Items; (2) Special Interest Issues; and (3) Issues having the Potential for Significant Economic Impact, and casts proxy votes in accordance with the philosophy and decision guidelines developed for that category in the Voting Policy.

•

Routine Administrative Items. Spectrum is willing to defer to management on matters of routine administrative nature. Examples of issues on which Spectrum will generally defer to management’s recommendation include selection of auditors, increasing the authorized number of common shares and the election of unopposed directors.

•

Special Interest Issues. In general, Spectrum will abstain from voting on shareholder social, political, and environmental proposals because their long-term impact on share value cannot be calculated with any reasonable degree of confidence.

•

Issues Having the Potential for Significant Economic Impact. Spectrum is not willing to defer to management on proposals which have the potential for major economic impact on the corporation and value of its shares and believes such issues should be carefully analyzed and decided by shareholders. Examples of such issues are classification of board of directors’ cumulative voting and supermajority provisions, defensive strategies ( e.g. , greenmail prevention), business combinations and restructurings and executive and director compensation.

Conflicts of Interest. There may be a material conflict of interest when Spectrum votes, on behalf of a client, a proxy that is solicited by an affiliated person of Spectrum or another Spectrum client. To avoid such conflicts, Spectrum has established procedures under its Voting Policy to seek to ensure that voting decisions are based on a client’s best interests and are not the product of a material conflict. In addition to employee monitoring for potential conflicts, Spectrum’s Chief Compliance Officer reviews Spectrum’s and its affiliates’ material business relationships and personal and financial relationships of senior personnel of Spectrum and its affiliates to monitor for conflicts of interest. If a conflict of interest is identified, Spectrum considers both financial and non-financial materiality to determine if a conflict of interest is material. If a material conflict of interest is found to exist, the Chief Compliance Officer discloses the conflict to affected clients and obtains consent from each client in the manner in which Spectrum proposed to vote.

Spectrum clients can obtain a copy of the Voting Policy or information on how Spectrum voted their proxies by calling Spectrum’s Chief Compliance Officer at (203) 322-1134.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Spectrum is responsible for decisions to buy and sell securities for the Fund and for the placement of the Fund’s securities business, the negotiation of the commissions to be paid on brokered transactions, the prices for principal trades in securities, and the allocation of portfolio brokerage and principal business. It is the policy of Spectrum to seek the best execution at the best security price available with respect to each transaction, and with respect to brokered transactions, in light of the overall quality of brokerage and research services provided to the adviser and its advisees. The best price to the Fund means the best net price without regard to the mix between

purchase or sale price and commission, if any. Purchases may be made from underwriters, dealers, and, on occasion, the issuers. Commissions will be paid on the Fund’s futures and options transactions, if any. The purchase price of portfolio securities purchased from an underwriter or dealer may include underwriting commissions and dealer spreads. The Fund may pay mark-ups on principal transactions. In selecting broker-dealers and in negotiating commissions, the portfolio managers consider, among other things, the firm’s reliability, the quality of its execution services on a continuing basis and its financial condition. Brokerage will not be allocated based on the sale of the Fund’s shares.

Section 28(e) of the Securities Exchange Act of 1934 permits an investment adviser, under certain circumstances, to cause an account to pay a broker or dealer who supplies brokerage and research services a commission for effecting the transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction. Brokerage and research services include, but are not limited to, (a) furnishing advice as to the value of securities, the advisability of investing, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (b) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (c) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody).

In light of the above, in selecting brokers, the portfolio managers consider investment and market information and other research, such as economic, securities and performance measurement research, provided by such brokers, and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility. Accordingly, the commissions charged by any such broker may be greater than the amount another firm might charge if the portfolio managers determine in good faith that the amount of such commissions is reasonable in relation to the value of the research information and brokerage services provided by such broker to Spectrum or the Fund. Spectrum believes that the research information received in this manner provides the Fund with benefits by supplementing the research otherwise available to the Fund. The Investment Management Agreement and the Sub-Advisory Agreement provide that such higher commissions will not be paid by the Fund unless Spectrum determines in good faith that the amount is reasonable in relation to the services provided. The investment advisory fees paid by the Fund to the Adviser under the Investment Management Agreement and the sub-advisory fees paid by the Adviser to Spectrum under the Sub-Advisory Agreement are not reduced as a result of receipt by either the Adviser or Spectrum of research services.

Spectrum places portfolio transactions for other advisory accounts managed by it. Research services furnished by firms through which the Fund effects its securities transactions may be used by Spectrum in servicing all of its accounts; not all of such services may be used by Spectrum in connection with the Fund. Spectrum believes it is not possible to measure separately the benefits from research services to each of the accounts (including the Fund) managed by it. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker paid by each account for brokerage and research services will vary. However, Spectrum believes such costs to the Fund will not be disproportionate to the benefits received by the Fund on a continuing basis. Spectrum seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Fund and another advisory account. In some cases, this procedure could have an adverse effect on the price or the amount of securities available to the Fund. In making such allocations between the Fund and other advisory accounts, the main factors considered by Spectrum are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment and the size of investment commitments generally held.

Substantially all of the Fund’s trades are effected on a principal basis. The following table sets forth the aggregate amount of brokerage commissions paid by the Fund for the last three fiscal periods:

Fiscal Periods Ended


Twelve months ended		Seven months ended		Twelve months ended
July 31, 2012		July 31, 2011 ⁽¹⁾		December 31, 2010
$	123,835	$	36,038	$	133,229

(1)	During the fiscal period, the Fund changed its fiscal and tax year ends from December 31 to July 31.

During the fiscal year ended July 31, 2012, the Fund did not pay commissions to brokers in return for research services or hold any securities of its regular broker-dealers.

Under the 1940 Act, the Fund may not purchase portfolio securities from any underwriting syndicate of which the Distributor is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by the Fund, the amount of securities that may be purchased in any one issue and the assets of the Fund that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the Board of Trustees, including a majority of the independent trustees.

NET ASSET VALUE

The Fund’s net asset value per share is determined as of the close of regular session trading (normally 4:00 p.m. eastern time) on each day the New York Stock Exchange is open for business. Net asset value is calculated by taking the fair value of the Fund’s total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding. The result, rounded to the nearest cent, is the net asset value per share. All valuations are subject to review by the Fund’s Board of Trustees or its delegate, Spectrum.

In determining net asset value, expenses are accrued and applied daily, and securities and other assets for which market quotations are available are valued daily at market value. The prices of fixed income securities are provided by a pricing service and are based on the mean between the bid and asked price. When price quotes are not readily available, which is typically the case for municipal bonds, the pricing service establishes a security’s fair value based on various factors, including prices of comparable fixed income securities utilizing a matrix pricing system. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be different from the value realized upon the sale of the security.

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. These securities generally include but are not limited to, restricted securities (securities that may not be publicly sold without registration under the Securities Act of 1933) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of net asset value; a security with respect to which an event has occurred that is likely to make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, does not reflect the security’s “fair value.” As a general principle, the current “fair value” of a security would be the amount that the owner might reasonably expect to receive for it upon its current sale. A variety of factors may be considered in determining the fair value of such securities.

DISTRIBUTIONS

To permit the Fund to maintain a more stable monthly distribution, the Fund may from time to time distribute less than the entire amount of net investment income earned in a particular period. Such undistributed net investment income would be available to supplement future distributions, including distributions that might otherwise have been reduced by a decrease in the Fund’s monthly net income due to fluctuations in investment income or expenses, an increase in interest payments on borrowings or due to an increase in the dividend rate on the Fund’s outstanding preferred shares, if issued in the future. As a result, the distributions paid by the Fund for any particular period may be more or less than the amount of net investment income actually earned by the Fund during such period. However, the Fund intends to maintain distributions of net investment income for any period in amounts sufficient to continue to qualify under Subchapter M of the Code for treatment as a regulated investment company (as explained more fully below in “Tax Matters”). Undistributed net investment income will be added to the Fund’s net asset value and, correspondingly, distributions from undistributed net investment income will be deducted from the Fund’s net asset value.

As explained more fully below in “Tax Matters,” the Fund intends to distribute to Common Shareholders any net capital gain (which is the excess of net long-term capital gain over net short-term capital loss) after paying any interest and required principal payments on borrowings and making any redemption or liquidation payments to preferred shareholders, if preferred shares are issued in the future or, alternatively, to retain all or a portion of the year’s net capital gain and pay federal income tax on the retained gain. If the Fund does not distribute all of its net capital gain for a taxable year, it will pay U.S. federal income tax on the retained gain. As provided under federal tax law, Common Shareholders of record as of the end of the Fund’s taxable year will include their attributable share of the retained net capital gain in their income for the year as a long-term capital gain (regardless of their holding period in the Common Shares), will be deemed to have paid their proportionate shares of the tax paid by the Fund, and will be entitled to income tax credits or refunds for the tax deemed paid on their behalf by the Fund. The Fund will treat retained capital gains as a substitute for equivalent cash distributions. The Fund may make total distributions during a given calendar year in an amount that exceeds the Fund’s net investment income and net realized long-term capital gains for the calendar year, in which case the excess would be treated by Common Shareholders as return of capital for tax purposes.

For tax purposes, the Fund is currently required to allocate net capital gain and other taxable income, if any, between Common Shares and preferred shares, if issued in the future in proportion to total dividends paid to each class for the year in which such net capital gain or other taxable income is realized. For information relating to the impact of the issuance of preferred shares on the distributions made by a Fund to Common Shareholders, see the Fund’s Prospectus under “Use of Leverage.”

If preferred shares are outstanding, the Fund may not declare any cash dividend or other distribution on its Common Shares unless at the time of such declaration (1) all accumulated dividends on the preferred shares have been paid, (2) all interest and required principal on borrowings has been paid, (3) the net asset value of the Fund’s portfolio (determined after deducting the amount of such dividend or other distribution) is at least 200% of the liquidation value of any outstanding preferred shares and (4) the net asset value of the Fund’s portfolio (determined after deducting the amount of such dividend or other distribution) is at least 300% of the value of the Fund’s borrowings. This latter limitation on the Fund’s ability to make distributions on its Common Shares could under certain circumstances impair the ability of the Fund to maintain its qualification for taxation as a regulated investment company.

The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time.

DIVIDEND REINVESTMENT PLAN

If you decide to participate in the Plan, the number of Common Shares you will receive will be determined as follows:

(1)

If Common Shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the then current market price;

(2)

If Common Shares are trading below net asset value at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the Exchange or elsewhere, for the participants” accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date. Interest will not be paid on any uninvested cash payments; or

(3)

If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.

The Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained from State Street Bank and Trust Company, Attn: ComputerShare Nuveen Investments, P.O. Box 43071, Providence, Rhode Island 02940-3071, (800) 257-8787.

PLAN OF DISTRIBUTION

The Fund may sell the Common Shares offered under this Prospectus through:

•

at-the-market transactions;

•

underwriting syndicates; and

•

privately negotiated transactions.

The Fund will bear the costs of the offering, including but not limited to, the expense of preparing the Prospectus and Statement of Additional Information for an offering, and the expense of counsel, auditors and others in connection with the offering.

Distribution Through At-the-Market Transactions

The Fund has entered into a Distribution Agreement with Nuveen Securities, 333 West Wacker Drive, Chicago, IL 60606, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The summary of the Distribution Agreement contained herein is qualified by reference to the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, the Fund may issue and sell Common Shares from time to time through Nuveen Securities to certain broker-dealers that have entered into selected dealer agreements with Nuveen Securities. Currently, Nuveen Securities has entered into a selected dealer agreement with UBS Securities LLC (“UBS”) pursuant to which UBS will be acting as Nuveen Securities’ sub-placement agent with respect to at-the-market offerings of Common Shares.

Common Shares will only be sold on such days as shall be agreed to by the Fund and Nuveen Securities. Common Shares will be sold at market prices, which shall be determined with reference to trades on the NYSE, subject to a minimum price to be established each day by the Fund. The minimum price on any day will not be less than the current NAV per Common Share plus the per share amount of the commission to be paid to Nuveen Securities. The Fund and Nuveen Securities will suspend the sale of Common Shares if the per share price of the shares is less than the minimum price.

The Fund will compensate Nuveen Securities with respect to sales of the Common Shares will be at a commission rate of 1% of the gross proceeds of the sale of Common Shares. Nuveen Securities will compensate broker-dealers participating in the offering at a rate of 0.8% of the gross proceeds of the sale of Common Shares sold by that broker-dealer. Dealer reallowance may be changed by Nuveen Securities from time to time. Settlements of sales of Common Shares will occur on the third business day following the date on which any such sales are made.

In connection with the sale of the Common Shares on behalf of the Fund, Nuveen Securities may be deemed to be an underwriter within the meaning of the 1933 Act, and the compensation of Nuveen Securities may be deemed to be underwriting commissions or discounts. Unless otherwise indicated in a further Prospectus supplement, Nuveen Securities as underwriter will act as underwriter on a reasonable efforts basis.

The Fund’s closing price on the New York Stock Exchange on October 23, 2012 was $9.35.

Distribution Through Underwriting Syndicates

The Fund from time to time may issue additional Common Shares through a syndicated secondary offering. In order to limit the impact on the market price of the Fund’s Common Shares, underwriters will market and price the offering on an expedited basis, e.g. , in an overnight or similarly abbreviated offering period. The Fund will launch a syndicated offering on a day, and upon terms, mutually agreed upon between the Fund, Nuveen Securities, one of the Fund’s underwriters, and the underwriting syndicate.

The Fund will offer its shares at a price equal to a specified discount of up to 2% from the closing market price of the Fund’s Common Shares on the day prior to the offering date. The applicable discount will be negotiated by the Fund and Nuveen Securities in consultation with the underwriting syndicate on a transaction-by-transaction basis. The Fund will compensate the underwriting syndicate out of the proceeds of the offering based upon a sales load of up to 4% of the gross proceeds of the sale of Common Shares. The minimum net proceeds per share to the Fund will not be less than the greater of (i) the Fund’s latest net asset value per Common Share or (ii) 91% of the closing market price of the Fund’s Common Shares on the day prior to the offering date.

Privately Negotiated Transactions

The Fund, through Nuveen Securities, may sell directly to, and solicit offers from, institutional and other sophisticated investors, who may be deemed to be underwriters, as defined in the 1933 Act, for any resale of the Common Shares.

Common Shares issued by the Fund through privately negotiated transactions will be issued at a price equal to the greater of (i) the NAV per Common Share of the Fund’s Common Shares or (ii) at a discount ranging from 0% to 5% of the average of the daily market price of the Fund’s Common Shares at the close of business on the two business days preceding the date upon which Common Shares are sold pursuant to the privately negotiated transaction. The applicable discount will be determined by the Fund on a transaction-by-transaction basis.

The principal business address of Nuveen Securities is 333 West Wacker Drive, Chicago, Illinois 60606.

DESCRIPTION OF SHARES

COMMON SHARES

The Declaration authorizes the issuance of an unlimited number of Common Shares. The Common Shares being offered have a par value of $0.01 per share and, subject to the rights of holders of preferred shares, if issued, and borrowings, if incurred have equal rights to the payment of dividends and the distribution of assets upon liquidation. The Common Shares being offered will, when issued, be fully paid and, subject to matters discussed in “Certain Provisions in the Declaration of Trust,” non-assessable, and will have no pre-emptive or conversion rights or rights to cumulative voting. Whenever the fund incurs borrowings and/or preferred shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all interest on such borrowings has been paid and all accrued dividends on preferred shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the distributions and asset coverage (as defined in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect to the distributions. See “Preferred Shares” below.

The Common Shares are listed on the New York Stock Exchange and trade under the ticker symbol “JPS.” The Fund intends to hold annual meetings of shareholders so long as the Common Shares are listed on a national securities exchange and such meetings are required as a condition to such listing. The Fund will not issue share certificates.

BORROWINGS

subject to certain restrictions imposed by guidelines of one or more rating agencies that may issue ratings for commercial paper or notes issued by the Fund. Such restrictions may be more stringent than those imposed by the 1940 Act.

PREFERRED SHARES

The Declaration authorizes the issuance of an unlimited number of preferred shares in one or more classes or series, with rights as determined by the Board of Trustees, by action of the Board of Trustees without the approval of the Common Shareholders. The Fund has issued preferred shares in the past, but does not currently have any preferred shares outstanding. The Fund may issue preferred shares in the future to increase the Fund’s leverage. The decision to issue additional preferred shares is subject to market conditions and to the Board of Trustee’s belief that leveraging the Fund’s capital structure through the issuance of preferred shares is likely to achieve the benefits to the Common Shareholders described in the Prospectus.

Limited Issuance of Preferred Shares. Under the 1940 Act, the Fund could issue preferred shares with an aggregate liquidation value of up to one-half (50%) of the value of the Fund’s total net assets, including any liabilities associated with borrowings, measured immediately after issuance of the preferred shares. “Liquidation value” means the original purchase price of the shares being liquidated plus any accrued and unpaid dividends. In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless the liquidation value of the preferred shares is less than one-half of the value of the Fund’s total net assets (determined after deducting the amount of such dividend or distribution) immediately after the distribution. The Fund intends to purchase or redeem preferred shares, if necessary, to keep that percentage below 50%.

Distribution Preference. If issued in the future, preferred shares would have complete priority over the Common Shares as to distribution of assets.

Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Fund, holders of preferred shares, if issued in the future, will be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated and unpaid dividends thereon, whether or not earned or declared) before any distribution of assets is made to Common Shareholders.

Voting Rights. Holders of preferred shares, if issued in the future, voting as a separate class, would be entitled to elect two of the Fund’s trustees (following the establishment of the Fund by an initial trustee, the Declaration provides for a total of no less than two and no more than 12 trustees). The remaining trustees would

be elected by Common Shareholders and holders of preferred shares, if issued in the future, voting together as a single class. In the unlikely event that two full years of accrued dividends are unpaid on the preferred shares, if issued in the future, the holders of all outstanding preferred shares, if issued in the future, voting as a separate class, would be entitled to elect a majority of the Fund’s trustees until all dividends in arrears have been paid or declared and set apart for payment. In order for the Fund to take certain actions or enter into certain transactions, a separate class vote of holders of preferred shares, if issued in the future, will be required, in addition to the single class vote of the holders of preferred shares and Common Shares.

Redemption, Purchase and Sale of Preferred Shares. The terms of the preferred shares, if issued in the future, would provide that they may be redeemed by the issuer at certain times, in whole or in part, at the original purchase price per share plus accumulated dividends. Any redemption or purchase of preferred shares, if issued in the future, by the Fund would reduce the leverage applicable to Common Shares, while any issuance of shares by the Fund will increase such leverage.

CERTAIN PROVISIONS IN THE DECLARATION OF TRUST

The Declaration includes provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to open-end status. Specifically, the Declaration requires a vote by holders of at least two-thirds of the common shares and preferred shares, if issued in the future, voting together as a single class, except as described below, to authorize (1) a conversion of the Fund from a closed-end to an open-end investment company, (2) a merger or consolidation of the Fund, or a series or class of the Fund, with any corporation, association, trust or other organization or a reorganization of the Fund, or a series or class of the Fund, (3) a sale, lease or transfer of all or substantially all of the Fund’s assets (other than in the regular course of the Fund’s investment activities), (4) in certain circumstances, a termination of the Fund, or a series or class of the Fund or (5) removal of trustees by shareholders (except at the end of a trustee’s term), and then only for cause, unless, with respect to (1) through (4), such transaction has already been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration or the By-laws, in which case the affirmative vote of the holders of at least a majority of the Fund’s common shares and preferred shares, if issued in the future, outstanding at the time, voting together as a single class, is required, provided, however, that where only a particular class or series is affected (or, in the case of removing a trustee, when the trustee has been elected by only one class), the required vote only by the applicable class or series will be required. Approval of shareholders is not required, however, for any transaction, whether deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity. In the case of the conversion of the Fund to an open-end investment company, or in the case of any of the foregoing transactions constituting a plan of reorganization which adversely affects the holders of preferred shares, if issued in the future, the action in question will also require the affirmative vote of the holders of at least two-thirds of the Fund’s preferred shares, if issued in the future, outstanding at the time, voting as a separate class, or, if such action has been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration or the By-laws, the affirmative vote of the holders of at least a majority of the Fund’s preferred shares, if issued in the future, outstanding at the time, voting as a separate class. None of the foregoing provisions may be amended except by the vote of at least two-thirds of the common shares and

preferred shares, if issued in the future, voting together as a single class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment company or to approve transactions constituting a plan of reorganization which adversely affects the holders of preferred shares, if issued in the future, are higher than those required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration relating to such higher votes are in the best interest of the Fund and its shareholders. Note, the Fund’s staggered Board could delay for up to two years the replacement of a majority of the Board of Trustees.

Reference should be made to the Declaration on file with the U.S. Securities and Exchange Commission for the full text of these provisions.

The Declaration provides that the obligations of the Fund are not binding upon the trustees of the Fund individually, but only upon the assets and property of the Fund, and that the trustees shall not be liable for errors of judgment or mistakes of fact or law. Nothing in the Declaration, however, protects a trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND

The Fund is a closed-end investment company and as such its shareholders will not have the right to cause the Fund to redeem their shares. Instead, the Fund’s common shares will trade in the open market at a price that will be a function of several factors, including dividend levels (which are in turn affected by expenses), net asset value, call protection, price, dividend stability, relative demand for and supply of such shares in the market, general market and economic conditions and other factors. Because shares of a closed-end investment company may frequently trade at prices lower than net asset value, the Fund’s Board of Trustees has currently determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from net asset value in respect of common shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at net asset value, or the conversion of the Fund to an open-end investment company. There can be no assurance, however, that the Board of Trustees will decide to take any of these actions, or that share repurchases or tender offers, if undertaken, will reduce market discount.

Notwithstanding the foregoing, at any time if the Fund has preferred shares outstanding, the Fund may not purchase, redeem or otherwise acquire any of its Common Shares unless (1) all accrued preferred shares dividends have been paid and (2) at the time of such purchase, redemption or acquisition, the net asset value of the Fund’s portfolio (determined after deducting the acquisition price of the Common Shares) is at least 200% of the liquidation value of the outstanding preferred shares (expected to equal the original purchase price per share plus any accrued and unpaid dividends thereon). The staff of the U.S. Securities and Exchange Commission currently requires that any tender offer made by a closed-end investment company for its shares must be at a price equal to the net asset value of such shares at the close of business on the last day of the tender offer. Any service fees incurred in connection with any tender offer made by the Fund will be borne by the Fund and will not reduce the stated consideration to be paid to tendering shareholders.

Subject to its investment limitations, the Fund may borrow to finance the repurchase of shares or to make a tender offer. Interest on any borrowings to finance share repurchase transactions or the accumulation of cash by the Fund in anticipation of share repurchases or tenders will reduce the Fund’s net income. Any share repurchase, tender offer or borrowing that might be approved by the Board of Trustees would have to comply with the Securities Exchange Act of 1934, as amended, and the 1940 Act and the rules and regulations thereunder.

Although the decision to take action in response to a discount from net asset value will be made by the Board of the Fund at the time it considers such issue, it is the Board’s present policy, which may be changed by the Board, not to authorize repurchases of common shares or a tender offer for such shares if (1) such transactions, if consummated, would (a) result in the delisting of the common shares from the NYSE, or (b) impair the Fund’s eligibility for treatment as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), or impair the Fund’s status as a registered closed-end investment company under the 1940 Act; (2) the Fund would not be able to liquidate portfolio securities in an orderly manner and consistent with the Fund’s investment objectives and policies in order to repurchase shares; or (3) there is, in the Board’s judgment, any (a) material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund, (b) general suspension of or limitation on prices for trading securities on the NYSE, (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by United States or state banks in which the Fund invests, (d) material limitation affecting the Fund or the issuers of its portfolio securities by federal or state authorities on the extension of credit by lending institutions or on the exchange of foreign currency, (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States, or (f) other event or condition which would have a material adverse effect (including any adverse tax effect) on the Fund or its shareholders if shares were repurchased. The Board of Trustees of the Fund may in the future modify these conditions in light of experience.

Conversion to an open-end company would require the approval of the holders of at least two-thirds of the Fund’s common shares and preferred shares, if issued in the future, outstanding at the time, voting together as a single class, and of the holders of at least two-thirds of the Fund’s preferred shares, if issued in the future, outstanding at the time, voting as a separate class, provided however, that such separate class vote shall be a majority vote if the action in question has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration or By-laws. See the Prospectus under “Certain Provisions in the Declaration of Trust” for a discussion of voting requirements applicable to conversion of the Fund to an open-end company. If the Fund converted to an open-end company, it would be required to redeem all preferred shares then outstanding, and the Fund’s common shares would no longer be listed on the NYSE. Shareholders of an open-end investment company may require the company to redeem their shares on any business day (except in certain circumstances as authorized by or under the 1940 Act) at their net asset value, less such redemption charge, if any, as might be in effect at the time of redemption. In order to avoid maintaining large cash positions or liquidating favorable investments to meet redemptions, open-end companies typically engage in a continuous offering of their shares. Open-end companies are thus subject to periodic asset in-flows and out-flows that can complicate portfolio management. The Board of Trustees of the Fund may at any time propose conversion of the Fund to an open-end company depending upon their judgment as to the advisability of such action in light of circumstances then prevailing.

The repurchase by the Fund of its shares at prices below net asset value would result in an increase in the net asset value of those shares that remain outstanding. However, there can be no assurance that share repurchases or tenders at or below net asset value would result in the Fund’s shares trading at a price equal to their net asset value. Nevertheless, the fact that the Fund’s shares may be the subject of repurchase or tender offers at net asset value from time to time, or that the Fund may be converted to an open-end company, may reduce any spread between market price and net asset value that might otherwise exist.

In addition, a purchase by the Fund of its common shares would decrease the Fund’s total assets which would likely have the effect of increasing the Fund’s expense ratio. Any purchase by the Fund of its common shares at a time when preferred shares are outstanding will increase the leverage applicable to the outstanding common shares then remaining.

Before deciding whether to take any action if the Fund’s common shares trade below net asset value, the Board of the Fund would consider all relevant factors, including the extent and duration of the discount, the liquidity of the Fund’s portfolio, the impact of any action that might be taken on the Fund or its shareholders and market considerations. Based on these considerations, even if the Fund’s shares should trade at a discount, the Board of Trustees may determine that, in the interest of the Fund and its shareholders, no action should be taken.

TAX MATTERS

The following is intended to be a general summary of certain US federal income tax consequences of investing, holding and disposing of common shares of the Fund. It is not intended to be a complete discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors (including investors in common shares with large positions in the Fund). Investors are advised to consult with their own tax advisors before investing in the Fund.

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Fund and the purchase, ownership and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. Unless otherwise noted, this discussion assumes you are a U.S. shareholder and that you hold your shares as a capital asset. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisers with regard to the

federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.

The Fund intends to qualify each year, and to be treated as, a regulated investment company (“RIC”), under Subchapter M of the Code .

To qualify for the favorable U.S. federal income tax treatment generally accorded to RICs, the Fund must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans and gains from the sale or other disposition of stock, securities or foreign currencies or other income derived with respect to its business of investing in such stock, securities, or currencies and net income derived from interests in qualified publicly traded partnerships; (b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year (i) at least 50% of the market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, securities of other regulated investment companies, and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater in value than 5% of the Fund’s total assets, and to not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the market value of the Fund’s total assets is invested in the securities of any one issuer (other than U.S. government securities or securities of other regulated investment companies) of a single issuer, or in the securities (other than securities of other regulated investment companies) of two or more issuers controlled by the Fund and engaged in the same, similar or related trades or businesses, or in the securities of one or more publicly traded partnerships; and (c) distribute for each taxable year an amount at least equal to the sum of 90% of its investment company taxable income (determined without regard to the deduction for dividends paid) and 90% of its net exempt interest income. To meet these requirements, the Fund may need to restrict its use of certain of the investment techniques described under “Investment Policies” and “Other Policies” above.

As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders. The Fund intends to distribute to its shareholders, at least annually, substantially all of its net investment income and net capital gain. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (3) any ordinary income and capital gains for previous years that were not distributed during those years. To prevent application of the excise tax, the Fund intends to make its distributions in accordance with the calendar year distribution requirement. In addition, certain other distributions made after the close of a taxable year of the Fund may be “spilled back” and treated for certain purposes as paid by the Fund during such taxable year. In such case, shareholders generally will be treated as having received such dividends in the taxable year in which the distributions were actually made. For purposes of calculating the amount of a regulated investment company’s undistributed income and gain subject to the 4% excise tax described above, such “spilled back dividends” are treated as paid by the regulated investment company when they are actually paid.

If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. In order to be eligible for the relief provisions with respect to a failure to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions are not available to the Fund and it fails to qualify for treatment as a regulated investment company for a taxable year, the Fund will be taxable at regular corporate tax rates (and, to the extent applicable, at corporate alternative

minimum tax rates). In such an event, all distributions (including capital gains distributions) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, subject to the dividends received deduction for corporate shareholders and, for taxable years beginning before January 1, 2013, to the lower tax rates applicable to qualified dividend income distributed to individuals. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If the Fund fails to qualify as a regulated investment company for a period greater than two taxable years, it will generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a regulated investment company in a subsequent year.

The Fund is not required to distribute any portion of its net capital gain to qualify for treatment as a regulated investment company, and, as described in “Distributions” above, the Fund may retain for investment some (or all) of its net capital gain. If the Fund qualifies for treatment as a regulated investment company but does not distribute all of its net capital gain and net investment income, it will be subject to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount as undistributed capital gains in a notice to its shareholders who, if subject to federal income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii) will be deemed to have paid their proportionate shares of the tax paid by the Fund on such undistributed amount and will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any; and (iii) will be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.

Distributions

Dividends paid out of the Fund’s net investment income will be taxable to a shareholder as ordinary income to the extent of the Fund’s earnings and profits, whether paid in cash or reinvested in additional shares. The Fund does not expect that any significant portion of its distributions will be treated as qualified dividend income, which for taxable years beginning before January 1, 2013, is taxable to noncorporate shareholders at reduced tax rates. Distributions of net capital gain (the excess of net long-term capital gain over net short-term loss), if any, reported as capital gain dividends are taxable to a shareholder as long-term capital gains, regardless of how long the shareholder has held Fund shares. Shareholders receiving distributions in the form of additional shares, rather than cash, generally will have a cost basis in each such share equal to the greater of the net asset value or fair market value of a share of the Fund on the reinvestment date. A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits will first be treated by a shareholder as a return of capital which is applied against and reduces the shareholder’s basis in his or her shares. To the extent the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of shares. Absent further legislation, the reduced rates applicable to long-term capital gains will cease to apply to taxable years beginning after December 31, 2012 and the maximum rate on long-term capital gains will increase to 20%.

A dividend or distribution received shortly after the purchase of shares reduces the net asset value of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the net asset value of shares were reduced below the shareholder’s cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions, although also in effect returns of capital, would be taxable to the shareholder in the same manner as other dividends or distributions.

The Fund is required in certain circumstances to withhold (as “backup withholding”) dividends and certain other payments paid to certain holders of the Fund’s shares who do not furnish to the Fund their correct taxpayer identification numbers (in the case of individuals, their social security numbers) and certain certifications, or who are otherwise subject to backup withholding. The backup withholding rate is currently 28% and is scheduled to increase to 31% in 2013. Backup withholding is not an additional tax. Any amounts withheld from payments made to a shareholder may be refunded or credited against such shareholder’s federal income tax liability, provided the required information and forms are timely furnished to the IRS.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to offset capital gains in future years. The Fund is permitted to carry forward a net capital loss from any taxable year that began on or before December 22, 2010 to offset its capital gains, if any, for up to eight years following the year of the loss. The Fund is permitted to carry forward indefinitely a net capital loss from any taxable year that began after December 22, 2010 to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they would not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gain dividends to shareholders. Carryforwards of losses from taxable years that began after December 22, 2010 must be fully utilized before the Fund may utilize carryforwards of losses from taxable years that began on or before December 22, 2010. Generally, the Fund may not carry forward any losses other than net capital losses. Under certain circumstances, the Fund may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.

Sale or Exchange of Fund Shares

Sales or repurchases generally are taxable events for shareholders that are subject to tax. Shareholders should consult their own tax advisers with reference to their individual circumstances to determine whether any particular transaction in Fund shares is properly treated as a sale for tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. In general, if Fund shares are sold, the shareholder will recognize gain or loss equal to the difference between the amount realized on the sale and the shareholder’s adjusted tax basis in the shares. Such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. Any loss recognized by a shareholder upon the sale, repurchase or other disposition of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the shareholder of long-term capital gain with respect to such shares (including any amounts credited to the shareholder as undistributed capital gains).

Losses on sales or other dispositions of shares may be disallowed under “wash sale” rules in the event of other investments in the fund (including investments made pursuant to reinvestment of dividends and/or capital gain distributions) within a period of 61 days beginning 30 days before and ending 30 days after the sale or other disposition of shares or in the event the shareholder enters into a contract or option to repurchase shares within such period. In such a case, the disallowed portion of any loss generally would be included in the adjusted tax basis of the shares acquired in the other investments.

Nature of Fund’s Investments

For U.S. federal income tax purposes, the preferred securities in which the Fund intends to primarily invest are generally expected to be treated as debt securities.

Certain of the Fund’s investment practices are subject to special and complex federal income tax provisions that may, among other things, (i) disallow, suspend, or otherwise limit the allowance of certain losses or deductions, (ii) convert long-term capital gain into short-term capital gain or ordinary income, (iii) convert an

ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash, (v) change the time at which a purchase or sale of stock or securities is determined to occur and (vi) adversely alter the character of certain complex financial transactions. The Fund may make certain tax elections to mitigate the effect of these provisions.

The Code imposes constructive sale treatment for federal income tax purposes on certain hedging strategies with respect to appreciated financial positions. Under these rules, taxpayers will recognize gain, but not loss, with respect to securities if they enter into short sales or “offsetting notional principal contracts” (as defined by the Code) with respect to, or future or forward contracts to deliver, the same or substantially identical property, or if they enter into such transactions and then acquire the same or substantially identical property.

As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally construe ordinary income or expense, while termination of the swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to the swap for more than one year).

The Fund’s investment program and the tax treatment of Fund distributions may be affected by Internal Revenue Service interpretations of the Code and future changes in tax laws and regulations.

Original Issue Discount Securities

The Fund’s investment in zero coupon bonds or other discount securities will result in income to the Fund equal to a portion of the excess of the face value of the securities over their issue price (the “original issue discount”) each year that the securities are held, even though the Fund may receive no cash interest payments or may receive cash interest payments that are less than the income recognized for tax purposes. This income is included in determining the amount of income which the Fund must distribute to avoid the payment of federal income tax and the 4% excise tax. Because such income may not be matched by a corresponding cash payment to the Fund, the Fund may be required to liquidate securities that it might otherwise continue to hold in order to generate cash so that the Fund may make required distributions to its shareholders.

Market Discount

Any market discount recognized on a market discount bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value, or below adjusted issue price if issued with original issue discount. Absent an election by the Fund to include the market discount in income as it accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to the extent of the accrued market discount.

Futures Contracts and Options

The Fund’s transactions in futures contracts and options will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), may accelerate recognition of income to the Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) may require the Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out at the end of each taxable year), and (b) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for qualifying to be taxed as a regulated investment company and the distribution requirements for avoiding excise taxes. The Fund intends to monitor its transactions, make tax elections and make the appropriate entries in its books and records when it acquires any futures contract, option or hedged investment in an effort to mitigate the effect of these rules and prevent disqualification of the Fund from being taxed as a regulated investment company.

Foreign Taxes

Since the Fund may invest in foreign securities, its income from such securities may be subject to non-U.S. taxes. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Shareholders of the Fund generally will not be entitled to a credit or deduction with respect to any such taxes paid by the fund.

Foreign Shareholders

U.S. taxation of a shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, a foreign corporation or foreign partnership (“foreign shareholder”) generally depends on whether the income received from the Fund is “effectively connected” with a U.S. trade or business carried on by the shareholder. In addition, unless certain non-U.S. entities that hold Fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to Fund distributions payable to such entities after December 31, 2013 and repurchase proceeds and certain capital gain dividends payable to such entities after December 31, 2014. A non-U.S. shareholder who is resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement a similar reporting regime may be exempt from the withholding described in this paragraph, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.

Income not Effectively Connected with a U.S. Trade or Business

If the income received from the Fund is not “effectively connected” with a U.S. trade or business carried on by the foreign shareholder, distributions of net investment income (including distributions of short-term capital gain) will generally be subject to a U.S. withholding tax of 30% (or lower treaty rate, except in the case of any excess inclusion income allocated to the shareholder), which tax is generally withheld from such distributions.

Distributions of net capital gain and any amounts retained by the Fund which are designated as undistributed capital gains generally will not be subject to U.S. tax at the rate of 30% (or lower treaty rate). In the case of a foreign shareholder who is a nonresident alien individual, the Fund may be required to withhold U.S. income tax from distributions of net capital gain unless the foreign shareholder certifies his or her non-U.S. status under penalties of perjury or otherwise establishes an exemption.

Income Effectively Connected with a U.S. Trade or Business

If the income from the Fund is “effectively connected” with a U.S. trade or business carried on by a foreign shareholder, then distributions of net investment income and capital gain dividends, any amounts retained by the Fund which are designated as undistributed capital gains and any gains realized upon the sale or exchange of shares of the Fund will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens, residents and domestic corporations. Foreign corporate shareholders may also be subject to the branch profits tax imposed by the Code. Certain certification and disclosure requirements, including delivery of a properly executed IRS Form W-8ECI, must be satisfied for income effectively connected with a U.S. trade or business to be exempt from the 30% withholding described above under “Foreign Shareholders—Income not Effectively Connected with a U.S. Trade or Business.”

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.

Other Tax Considerations

Fund shareholders may be subject to state, local and foreign taxes on their Fund distributions. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.

If a shareholder recognizes a loss on disposition of a Fund’s Shares of $2 million or more for an individual shareholder, or $10 million or more for a corporate shareholder, in any single taxable year (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. In addition, significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Common Shares should consult their own tax advisors as to the tax consequences of investing in such Common Shares, including under state, local and other tax laws.

FINANCIAL STATEMENTS

The Financial Statements and the independent registered public accounting firms reports thereon, appearing in the Fund’s annual shareholder report for the fiscal year ended July 31, 2012, are incorporated herein by reference in this Statement of Additional Information. The Fund’s annual and semi-annual shareholder reports may be obtained without charge by calling (800) 257-8787.

CUSTODIAN AND TRANSFER AGENT

The custodian of the assets of the Fund is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02110. The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s transfer, shareholder services and dividend paying agent is also State Street (the “Transfer Agent”). The Transfer Agent is located at 250 Royall Street, Canton, Massachusetts 02021.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

LEGAL OPINION

Certain legal matters in connection with the Common Shares will be passed upon for the Fund by Bingham McCutchen LLP, Washington, DC.

ADDITIONAL INFORMATION

A Registration Statement on Form N-2, including amendments thereto, relating to the shares of the Fund offered hereby, has been filed by the Fund with the SEC, Washington, D.C. The Fund’s Prospectus and this Statement of Additional Information do not contain all of the information set forth in the Registration Statement, including any exhibits and schedules thereto. For further information with respect to the Fund and the shares offered hereby, reference is made to the Fund’s Registration Statement. Statements contained in the Fund’s Prospectus and this Statement of Additional Information as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies of the Registration Statement may be inspected without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.

APPENDIX A

Ratings of Investments

Standard & Poor’s Corporation—A brief description of the applicable Standard & Poor’s Corporation, a division of The McGraw-Hill Companies (“Standard & Poor’s” or “S&P”), rating symbols and their meanings (as published by S&P) follows:

A Standard & Poor’s issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.

Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor’s from other sources it considers reliable. Standard & Poor’s does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.

Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following considerations:

• Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

• Nature of and provisions of the obligation;

• Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

AAA

An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

A-1

An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB

An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC, and C

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC

An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms.

A-2

An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Plus (+) or minus (-)

The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings

A-1

A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2

A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3

A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B-1.

A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-2.

A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A-3

B-3.

A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Dual Ratings

Standard & Poor’s assigns “dual” ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, ‘AAA/A-1+’). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, ‘SP-1+/A-1+’).

Moody’s Investors Service, Inc.—A brief description of the applicable Moody’s Investors Service, Inc. (“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:

Municipal Bonds

Aaa

Bonds that are rated ‘Aaa’ are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Bonds mat are rated ‘Aa’ are judged to be of high quality by all standards. Together with the ‘Aaa’ group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in ‘Aaa’ securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present mat make the long-term risks appear somewhat larger than in ‘Aaa’ securities.

Bonds that are rated ‘A’ possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment sometime in the future.

Baa

Bonds that are rated ‘Baa’ are considered as medium grade obligations, i.e. , they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain

A-4

protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Bonds that are rated ‘Ba’ are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

Bonds that are rated ‘B’ generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa

Bonds that are rated ‘Caa’ are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Bonds that are rated ‘Ca’ represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

Bonds that are rated ‘C’ are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor Prospects of ever attaining any real investment standing.

#(hatchmark): Represents issues that are secured by escrowed funds held in cash, held in trust, invested and reinvested in direct, non-callable, non-prepayable United States government obligations or non-callable, non-prepayable obligations unconditionally guaranteed by the U.S. Government, Resolution Funding Corporation debt obligations.

Con. (...): Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operation experience, (c) rentals that begin when facilities are completed, or (d) payments to which some other limiting condition attaches. The parenthetical rating denotes probable credit stature upon completion of construction or elimination of the basis of the condition.

(P): When applied to forward delivery bonds, indicates the rating is provisional pending delivery of the bonds. The rating may be revised prior to delivery if changes occur in the legal documents or the underlying credit quality of the bonds.

Note: Moody’s applies numerical modifiers 1,2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates mat the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

Short-Term Loans

MIG 1/VMIG 1

This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

A-5

MIG 2/VMIG 2

This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

MIG 3/VMIG 3

This designation denotes favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

MIG 4/VMIG 4

This designation denotes adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk.

This designation denotes speculative quality. Debt instruments in this category lack margins of protection.

Commercial Paper

Issuers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will normally be evidenced by the following characteristics:

•

Leading market positions in well-established industries.

•

High rates of return on funds employed.

•

Conservative capitalization structures with moderate reliance on debt and ample asset protection.

•

Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

•

Well-established access to a range of financial markets and assured sources of alternate liquidity.

Issuers (or supporting institutions) rated Prime-2 have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation than is the case for Prime-2 securities. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and the requirement for relatively high financial leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

Fitch Ratings—A brief description of the applicable Fitch Ratings (“Fitch”) ratings symbols and meanings (as published by Fitch) follows:

Long-Term Credit Ratings

Investment Grade

AAA

Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

A-6

Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB

Good credit quality. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

Speculative Grade

Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

Highly speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C

High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

DDD, DD, and D Default

The ratings of obligations in this category are based on their Prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. ‘DDD’ obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest ‘DD’ indicates potential recoveries in the range of 50%-90%, and ‘D’ the lowest recovery potential, i.e. , below 50%. Entities rated in this category have defaulted on some or all of their obligations. Entities rated ‘DDD’ have the highest Prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated ‘DD’ and ‘D’ are generally undergoing a formal reorganization or liquidation process; those rated ‘DD’ are likely to satisfy a higher portion of their outstanding obligations, while entities rated ‘D’ have a poor Prospect for repaying all obligations.

Short-Term Credit Ratings

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with

A-7

industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

Speculative Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

Default. Denotes actual or imminent payment default.

Notes to Long-term and Short-term ratings:

“+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-term rating category, to categories below ‘CCC, or to Short-term ratings other than ‘FT.

‘NR’ indicates that Fitch Ratings does not rate the issuer or issue in question.

‘Withdrawn’: A rating is withdrawn when Fitch Ratings deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.

Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as “Positive”, indicating a potential upgrade, “Negative”, for a potential downgrade, or “Evolving”, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.

A Rating Outlook indicates the direction a rating is likely to move over a one to two year period. Outlooks may be positive, stable, or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are ‘stable’ could be downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.

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APPENDIX B

DERIVATIVE STRATEGIES AND RISKS

Set forth below is additional information regarding the various techniques involving the use of derivatives.

FINANCIAL FUTURES

A financial future is an agreement between two parties to buy and sell a security for a set price on a future date. They have been designed by boards of trade which have been designated “contracts markets” by the Commodity Futures Trading Commission (“CFTC”).

The purchase of financial futures is for the purpose of hedging the Fund’s existing or anticipated holdings of long-term debt securities. For example, if the Fund desires to increase its exposure to long-term bonds and has identified long-term bonds it wishes to purchase at a future time, but expects market interest rates to decline (thereby causing the value of those bonds to increase), it might purchase financial futures. If interest rates did decrease, the value of those to-be-purchased long-term bonds would increase, but the value of the Fund’s financial futures would be expected to increase at approximately the same rate, thereby helping maintain the Fund’s purchasing power. When the Fund purchases a financial future, it deposits in cash or securities an “initial margin”, typically equal to an amount between 1% and 5% of the contract amount. Thereafter, the Fund’s account is either credited or debited on a daily basis in correlation with the fluctuation in price of the underlying future or other requirements imposed by the exchange in order to maintain an orderly market. The Fund must make additional payments to cover debits to its account and has the right to withdraw credits in excess of the liquidity, the Fund may close out its position at any time prior to expiration of the financial future by taking an opposite position. At closing a final determination of debits and credits is made, additional cash is paid by or to the Fund to settle the final determination and the Fund realizes a loss or gain depending on whether on a net basis it made or received such payments.

The sale of financial futures is for the purpose of hedging the Fund’s existing or anticipated holdings of long-term debt securities. For example, if the Fund owns long-term bonds and market interest rates were expected to increase (causing those bonds’ values to decline), it might sell financial futures. If interest rates did increase, the value of long-term bonds in the Fund’s portfolio would decline, but the value of the Fund’s financial futures would be expected to increase at approximately the same rate thereby keeping the net asset value of the Fund from declining as much as it otherwise would have.

Among the risks associated with the use of financial futures by the Fund as a hedging or anticipatory device, perhaps the most significant is the imperfect correlation between movements in the price of the financial futures and movements in the price of the debt securities which are the subject of the hedge.

Thus, if the price of the financial future moves less or more than the price of the securities which are the subject of the hedge, the hedge will not be fully effective. To compensate for this imperfect correlation, the Fund may enter into financial futures in a greater dollar amount than the dollar amount of the securities being hedged if the historical volatility of the prices of such securities has been greater than the historical volatility of the financial futures. Conversely, the Fund may enter into fewer financial futures if the historical volatility of the price of the securities being hedged is less than the historical volatility of the financial futures.

The market prices of financial futures may also be affected by factors other than interest rates. One of these factors is the possibility that rapid changes in the volume of closing transactions, whether due to volatile markets or movements by speculators, would temporarily distort the normal relationship between the markets in the financial future and the chosen debt securities. In these circumstances as well as in periods of rapid and large price movements. The Fund might find it difficult or impossible to close out a particular transaction.

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OPTIONS ON FINANCIAL FUTURES

The Fund may also purchase put or call options on financial futures which are traded on a U.S. Exchange or board of trade and enter into closing transactions with respect to such options to terminate an existing position. The purchase of put options on financial futures is analogous to the purchase of put options by the Fund on its portfolio securities to hedge against the risk of rising interest rates. As with options on debt securities, the holder of an option may terminate his position by selling an option of the Fund. There is no guarantee that such closing transactions can be effected.

INDEX CONTRACTS

INDEX FUTURES

A tax-exempt bond index which assigns relative values to the tax-exempt bonds included in the index is traded on the Chicago Board of Trade. The index fluctuates with changes in the market values of all tax-exempt bonds included rather than a single bond. An index future is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash-rather than any security-equal to a specified dollar amount times the difference between the index value at the close of the last trading day of the contract and the price at which the index future was originally written. Thus, an index future is similar to traditional financial futures except that settlement is made in cash.

INDEX OPTIONS

The Fund may also purchase put or call options on U.S. Government or tax-exempt bond index futures and enter into closing transactions with respect to such options to terminate an existing position. Options on index futures are similar to options on debt instruments except that an option on an index future gives the purchaser the right, in return for the premium paid, to assume a position in an index contract rather than an underlying security at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance of the writer’s futures margin account which represents the amount by which the market price of the index futures contract, at exercise, is less than the exercise price of the option on the index future.

Bond index futures and options transactions would be subject to risks similar to transactions in financial futures and options thereon as described above.

SWAP AGREEMENTS

Swap agreements are two-party contracts entered into primarily by institutional investors, typically for periods ranging from a few weeks to several years. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount (the amount or value of the underlying asset used in computing the particular interest rate, return, or other amount to be exchanged) of a particular security, or in a basket of securities representing a particular index. Swap agreements may include, by way of example, (i) interest rate swaps, in which one party exchanges a commitment to pay a floating, shorter-term interest rate (typically by reference to the rate of a specific security or index) for the other party’s commitment to pay a fixed, longer-term interest rate (either as specifically agreed, or by reference to a specified security or index); (ii) interest rate caps, in which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or cap; (iii) interest rate floors, in which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level or floor; (iv) interest rate collars, in which a party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels or collar amounts; (v) total return swaps, in which one party commits to pay the total return of an underlying security or asset in return for receiving from the other party a

B-2

specified return or the return of another instrument (typically a floating short-term interest rate), and (vi) credit default swap, in which the buyer pays a periodic fee in return for a contingent payment by the seller upon a credit event (such as a default) happening with respect to a specified instrument, typically in an amount equivalent to the loss incurred on a specific investment in that security due to the credit event.

A Fund may enter into such swap agreements for any purpose consistent with the Fund’s investment objective, such as for the purpose of attempting to obtain, enhance, or preserve a particular desired return or spread at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return or spread. The Fund also may enter into swaps in order to protect against an increase in the price of securities that the Fund anticipates purchasing at a later date.

Whether the Fund’s use of swap agreements will be successful in furthering its investment objective will depend, in part, on the ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments and the changes in the future values, indices, or rates covered by the swap agreement. Swap agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Fund will enter swap agreements only with counterparties that the Adviser reasonably believes are capable of performing under the swap agreements. If there is a default by the other party to such a transaction, the Fund will have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction. Certain requirements imposed on the Fund by the Internal Revenue Code of 1986, as amended, may limit the Fund’s ability to use swap agreements. The swap market is largely unregulated.

B-3

Nuveen Quality Preferred Income Fund 2

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION

October 29, 2012

PART C—OTHER INFORMATION

Item 25: Financial Statements and Exhibits.

1.	Contained in Part A:

Financial Highlights for the Nuveen Quality Preferred Income Fund 2 (the “Fund” or the “Registrant”) for the fiscal period September 24, 2002 through July 31, 2003; for the fiscal year ended July 31, 2004; for the period August 1, 2004 through December 31, 2004; for the fiscal years ended December 31, 2005, 2006, 2007, 2008, 2009, and 2010; for the period January 1, 2011 through July 31, 2011; and for the fiscal year ended July 31, 2012.

Contained in Part B:

Financial Statements are incorporated in Part B by reference to the Registrant’s July 31, 2012 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission via EDGAR Accession No. 0001104659-12-067778 on October 5, 2012.

Exhibits:


	a.1			Registrant’s Declaration of Trust dated June 24, 2002. Filed on July 1, 2002 as Exhibit a. to the Registrant’s Initial Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.

	a.2			Form of Statement Establishing and Fixing the Rights and Preferences of FundPreferred Shares. Filed on July 1, 2002 as Appendix A to the Statement of Additional Information within Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference

	b.			By-Laws of the Registrant (Amended and Restated as of November 18, 2009).*

	c.			None.

	d.			Form of Share Certificate. Filed on November 6, 2002 as Exhibit d. to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100668) and incorporated herein by reference.

	e.			Terms and Conditions of the Dividend Reinvestment Plan. Filed on August 22, 2002 as Exhibit e. to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.

	f.			None.

	g.1			Investment Management Agreement dated November 13, 2007 between the Registrant and Nuveen Asset Management (now, Nuveen Fund Advisors, Inc.).*

	g.2			Investment Sub-Advisory Agreement dated November 13, 2007 between Nuveen Asset Management (now, Nuveen Fund Advisors, Inc.) and Spectrum Asset Management, Inc.*

	h.1			Form of Underwriting Agreement.**

	h.2			Form of Standard Dealer Agreement.*

	h.3			Form of Master Selected Dealer Agreement.*

	h.4			Form of Dealer Letter Agreement.*

	h.5			Distribution Agreement between the Registrant and Nuveen Securities, LLC.**

	h.6			Dealer Agreement 2012.**

	i.			Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees (as Amended and Restated effective January 1, 2009).*

	j.1			Amended and Restated Master Custodian Agreement dated February 25, 2005 between the Registrant and State Street bank and Trust Company.*

	j.2			Appendix A, dated March 9, 2012, to the Amended and Restated Master Custodian Agreement dated February 25, 2005 between the Registrant and State Street Bank and Trust Company.*

	k.1			Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street Bank and Trust Company.*

	k.2			Schedule A, dated May 25, 2011, to the Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street bank and Trust Company.*


	k.3			Amendment, dated July 1, 2011, to the Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street Bank and Trust Company.*

	k.4			Expense Reimbursement Agreement dated August 1, 2002 between the Registrant and Nuveen Institutional Advisory Corp. (now, Nuveen Fund Advisors, Inc.). Filed on August 22, 2002 as Exhibit k.2 to Pre-Effective Amendment No.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.

	k.5			Form of Auction Agency Agreement. Filed on November 6, 2002 as Exhibit k.3 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100668) and incorporated herein by reference.

	k.6			Form of Broker-Dealer Agreement. Filed on November 6, 2002 as Exhibit k.4 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100668) and incorporated herein by reference.

	k.7			Form of DTC Representations Letter. Filed on November 6, 2002 as Exhibit k.5 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100668) and incorporated herein by reference.

	1.			Opinion and consent of Bingham McCutchen LLP.**

	m.			None.

	n.			Consent of Ernst & Young LLP.*

	o.			None.

	p.			Subscription Agreement dated September 4, 2002 between the Registrant and Nuveen Institutional Advisory Corp. (now, Nuveen Fund Advisors, Inc.). Filed on September 20, 2002 as Exhibit p to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-91678) and incorporated herein by reference.

	q.			None.

	r.1			Code of Ethics and Reporting Requirements of Nuveen Investments, Inc. (including affiliated entities) and the Nuveen Funds.*

	r.2			Code of Ethics of Spectrum Asset Management, Inc. *

	s.			Powers of Attorney.*

*	Filed herewith.

**	To be filed by amendment.

Item 26: Marketing Arrangements

[See Sections 2, 3 and 5(n) of the Form of Underwriting Agreement to be filed as Exhibit h.1 to this Registration Statement.]

See the introductory paragraph and Sections 2 and 3(d) of the Form of Master Selected Dealer Agreement filed as Exhibit h.2 to this Registration Statement.

See Introductory Paragraph and Sections 1.2, 3.1, 3.2, 3.4-3.8, 4.1, 4.2, 5.1-5.4, 6.1, 10.9 and 10.10 of the Form of Master Agreement Among Underwriters filed as Exhibit h.3 to this Registration Statement.

Item 27: Other Expenses of Issuance and Distribution.


Printing and Engraving Fees	$	40,000
Legal Fees		65,000
Accounting Fees		5,000
Financial Industry Regulatory Authority Fees		17,330
Stock Exchange Listing Fees		42,000
Securities and Exchange Commission Registration Fees		15,304
Miscellaneous Fees		5,366

Total	$	190,000

Item 28: Persons Controlled by or under Common Control with Registrant.

Not applicable.

Item 29: Number of Holders of Securities.

As of September 4, 2012:


Title of Class	Number of Record Holders
Common Shares, $0.01 par value		71,441

Item 30: Indemnification

Section 4 of Article XII of the Registrant’s Declaration of Trust provides as follows:

Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person:

(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or

(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:

(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(ii) by written opinion of independent legal counsel.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:

(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.

As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

The trustees and officers of the Registrant are covered by Investment Trust Errors and Omission policies in the aggregate amount of $50,000,000 against liability and expenses of claims of wrongful acts arising out of their position with the Registrant, except for matters which involve willful acts, bad faith, gross negligence and willful disregard of duty ( i.e., where the insured did not act in good faith for a purpose he or she reasonably believed to be in the best interest of Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $500,000 deductible, which does not apply to individual trustees or officers.

[Section 8 of the Underwriting Agreement, filed as Exhibit h.1 to this Registration Statement, provides for each of the parties thereto, including the Registrant and the Underwriters, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.]

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 31: Business and Other Connections of Investment Adviser and Sub-Adviser.

A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors, Inc., the Fund’s investment adviser, who serve as officers or Trustees of the Fund have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers appears below:

Name and Position with Nuveen Fund Advisors, Inc.

Other Business, Profession, Vocation or

Employment During Past Two Years

Thomas J. Schreier, Jr., Co-President

Vice Chairman, Wealth Management, of Nuveen Investments, Inc. (since 2011); Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); formerly, Chief Executive Officer and Chief Investment Officer of FAF Advisors; formerly, President of First American Funds.


Name and Position with Nuveen Fund Advisors, Inc.		Other Business, Profession, Vocation or Employment During Past Two Years
Sherri A. Hlavacek, Managing Director and Corporate Controller		Managing Director and Corporate Controller of Nuveen Investments, Inc., Nuveen Securities, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and of Nuveen Asset Management, LLC (since 2011); Vice President and Controller of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Winslow Capital Management, LLC and Symphony Asset Management LLC; Certified Public Accountant.

Mary E. Keefe, Managing Director and Chief Compliance Officer		Managing Director (since 2004) and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Securities, LLC, Nuveen Asset Management, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Winslow Capital Management, LLC.

John L. MacCarthy, Director, Executive Vice President and Secretary		Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc. and Nuveen Investments Holdings, Inc.; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc. and (since 2011) of Nuveen Asset Management, LLC; Vice President and Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Santa Barbara Asset Management, LLC; Director, Vice President and Secretary of Winslow Capital Management, LLC.

Glenn R. Richter, Director		Executive Vice President, Chief Operating Officer of Nuveen Investments, Inc. (since 2006); Co-Chief Executive Officer and Chief Operating Officer (since 2011) of Nuveen Securities, LLC; Executive Vice President of Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC.

Spectrum Asset Management, Inc. (“Spectrum”), the Fund’s sub-adviser, serves as investment adviser to a non-U.S. fund and offers separate account management for certain institutions and high net worth individuals. Spectrum also is a registered broker-dealer. See “Management of the Fund” in Part A of the Registration Statement.

Set forth below is a list of each director and officer of Spectrum, indicating each business profession, vocation or employment of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, partner or trustee.

Name and Position with Spectrum

Other Business, Profession, Vocation or

Employment During Past Two Years

Mark Lieb, Executive & Management Leadership—President and Chief Executive Officer

None


Name and Position with Spectrum		Other Business, Profession, Vocation or Employment During Past Two Years
Phillip Jacoby, Executive & Management Leadership—Chief Investment Officer		None

Matthew Byer, Executive & Management Leadership—Chief Operating Officer		None

Joseph Urciuoli, Head of Investment Research/Management Leadership		None

John Kriz, Investment Research		None

Fred Diaz, Portfolio Management		None

Roberto Giangregorio, Portfolio Management		None

Manu Krishnan, CFA, Portfolio Management		None

Kevin Nugent, Portfolio Management		Bishop Asset Management

Jean Orlando, Head of Operations and FINOP		None

Joseph Hanczor, J.D., Chief Compliance Officer: Compliance, Legal and Regulatory		None

Item 32: Location of Accounts and Records.

Nuveen Fund Advisors, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Fund’s Declaration of Trust, By-Laws, minutes of trustee and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser. Spectrum, 2 High Ridge Park, Stamford, Connecticut 06905, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.

State Street Bank and Trust Company, 250 Royall Street, Canton, Massachusetts 02021, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors, Inc. or Spectrum.

Item 33: Management Services.

Not applicable.

Item 33: Undertakings.

Registrant undertakes to suspend the offering of its shares until it amends its prospectus if: (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

2.	Not applicable.

3.	Not applicable.

4.	If the securities are being registered in reliance on Rule 415 under the Securities Act of 1933, as amended, an undertaking:

a. to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

1. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

2. to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

3. to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b. that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

d. that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act of 1933 as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act of 1933, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

1. any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act of 1933;

2. the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

3. any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

5.	The Registrant undertakes that:

a. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

b. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

6.	The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 29th day of October, 2012.

NUVEEN QUALITY PREFERRED INCOME FUND 2

/ S / K EVIN J. M C C ARTHY

Kevin J. McCarthy,

Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


Signature	Title			Date
/ S / S TEPHEN D. F OY S TEPHEN D. F OY	Vice President and Controller (Principal Financial and Accounting Officer)			October 29, 2012

/ S / G IFFORD R. Z IMMERMAN G IFFORD R. Z IMMERMAN	Chief Administrative Officer (Principal Executive Officer)

R OBERT P. B REMNER *	Chairman of the Board and Trustee	ý ï ï ï ï ï ï ï ï ï ï þ ï ï ï ï ï ï ï ï ï ï ï ï ý	By:*	/ S / Kevin J. McCarthy K EVIN J. M C C ARTHY , Attorney-in-Fact October 29, 2012
J OHN P. A MBOIAN *	Trustee
J ACK B. E VANS *	Trustee
W ILLIAM C. H UNTER *	Trustee
D AVID J. K UNDERT *	Trustee
W ILLIAM J. S CHNEIDER *	Trustee
J UDITH M. S TOCKDALE *	Trustee
C AROLE E. S TONE *	Trustee

V IRGINIA L. S TRINGER *	Trustee

T ERENCE J. T OTH *	Trustee

*	The original powers of attorney authorizing Kevin J. McCarthy, among others, to execute this Registration Statement, and Amendments thereto, for the trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and filed as Exhibit s. herein.

EXHIBIT INDEX


Exhibit		Name

	b.	By-Laws of the Registrant (Amended and Restated as of November 18, 2009).

	g.1	Investment Management Agreement dated November 13, 2007 between the Registrant and Nuveen Asset Management (now, Nuveen Fund Advisors, Inc.).

	g.2	Investment Sub-Advisory Agreement dated November 13, 2007 between Nuveen Asset Management (now, Nuveen Fund Advisors, Inc.) and Spectrum Asset Management, Inc.

	h.2	Form of Standard Dealer Agreement.

	h.3	Form of Master Selected Dealer Agreement.

	h.4	Form of Dealer Letter Agreement.

	i.	Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees (as Amended and Restated effective January 1, 2009).

	j.1	Amended and Restated Master Custodian Agreement dated February 25, 2005 between the Registrant and State Street bank and Trust Company.

	j.2	Appendix A, dated March 9, 2012, to the Amended and Restated Master Custodian Agreement dated February 25, 2005 between the Registrant and State Street Bank and Trust Company.

	k.1	Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street Bank and Trust Company.

	k.2	Schedule A, dated May 25, 2011, to the Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street bank and Trust Company.

	k.3	Amendment, dated July 1, 2011, to the Transfer Agency and Service Agreement dated October 7, 2002 between the Registrant and State Street Bank and Trust Company.

	n.	Consent of Ernst & Young LLP

	r.1	Code of Ethics and Reporting Requirements of Nuveen Investments, Inc. (including affiliated entities) and the Nuveen Funds.

	r.2	Code of Ethics of Spectrum Asset Management, Inc.

	s.	Powers of Attorney.

BY-LAWS

NUVEEN TAXABLE CLOSED-END FUNDS

ORGANIZED AS

MASSACHUSETTS BUSINESS TRUSTS

(Amended and Restated as of November 18, 2009)

ARTICLE I

DECLARATION OF TRUST

AND

OFFICES

Section 1.1. The Trust; Declaration of Trust . These are the By-Laws , of each Nuveen Taxable Closed-End Fund listed on Exhibit A, each a Massachusetts business trust established by its own Declaration of Trust (each such fund being referred to individually as the “ Trust ”). The Trust shall be subject to the Declaration of Trust, as from time to time in effect (the “ Declaration of Trust ”).

Section 1.2. Registered Agent . The registered agent of the Trust in the Commonwealth of Massachusetts shall be CT Corporation System, 150 Federal Street, Boston, Massachusetts, or such other agent as may be fixed by the Board of Trustees.

Section 1.3 Other Offices . The Trust may have such other offices and places of business within or without the Commonwealth of Massachusetts as the Board of Trustees shall determine.

ARTICLE II

SHAREHOLDERS

Section 2.1. Place of Meetings . Meetings of the Shareholders may be held at such place or places within or without the Commonwealth of Massachusetts as shall be fixed by the Board of Trustees and stated in the notice of the meeting.

Section 2.2. Regular Meeting . Regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held on an annual or other less frequent periodic basis at such date and time as the Board of Trustees by resolution shall designate, except as otherwise required by applicable law.

Section 2.3. Special Meeting . Special meetings of the Shareholders for any purpose or purposes may be called by the Chairman of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees, and must be called at the written request, stating the purpose or purposes of the meeting, of Shareholders entitled to cast at least l0 percent of all the votes entitled to be cast at the meeting.

Section 2.4. Notice of Meetings . Notice of all meetings stating the time, place and purpose or purposes of the meeting shall be delivered to each Shareholder not less than ten (10) nor more than ninety (90) days prior to the meeting, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of the adjournment. For any matter to be properly before any regular or special meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of the Chairman of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees or (ii) brought before the meeting by a Shareholder in the manner specified in Section 2.5 of these By-Laws.

Section 2.5. Requirements for Matters to be Considered . (a) With the exception of Shareholder nominations for Trustee and Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (or any successor provision thereto), only matters proposed by the Chairman of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust’s proxy materials.

(b) In addition to any other requirements under applicable law and the Declaration of Trust and these By-Laws, any proposal to elect any person

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nominated by Shareholders for election as Trustee and any other proposals by Shareholders may only be brought before a regular meeting if timely written notice (the “ Shareholder Notice ”) is provided to the Secretary. Unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than forty-five (45) days nor more than sixty (60) days prior to the first anniversary date of the date on which the Trust first mailed its proxy materials for the prior year’s annual meeting; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein by the later of the close of business on (i) the date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed.

Any Shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust shall deliver, as part of such Shareholder Notice: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person or persons to be nominated; (B) the class or series and number of all Shares of the Trust owned of record or beneficially by each such person or persons, as reported to such Shareholder by such nominee(s); (C) any other information regarding each such person required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act (or any successor provision thereto); (D) any other information regarding the person or persons to be nominated that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether such Shareholder believes any nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended (the “ 1940 Act ”)) and, if not an “interested person,” information regarding each nominee that will be sufficient for the Trust to make such determination; and (ii) the written and signed consent of the person or persons to be nominated to be named as nominees and to serve as Trustees if elected. In addition, the Trustees may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee.

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Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; (iii) such Shareholder’s name and address as they appear on the Trust’s books; (iv) any other information relating to the Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies with respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (v) the class or series and number of all Shares of the Trust beneficially owned and of record by such Shareholder; (vi) any material interest of such Shareholder in the matter proposed (other than as a Shareholder); (vii) a representation that the Shareholder intends to appear in person or by proxy at the Shareholder meeting to act on the matter(s) proposed; (viii) if the proposal involves nominee(s) for Trustees, a description of all arrangements or understandings between the Shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the Shareholder; and (ix) in the case of a Shareholder (a “ Beneficial Owner ”) that holds Shares entitled to vote at the meeting through a nominee or “street name” holder of record, evidence establishing such Beneficial Owner’s indirect ownership of, and entitlement to vote, Shares at the meeting of Shareholders. As used in this Section 2.5, Shares “beneficially owned” shall mean all Shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

(c) For purposes of this Section 2.5, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser.

(d) In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 2.5.

(e) The person presiding at any annual or special meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 2.5 and, if not so given, shall direct and declare at the meeting that such nominees and other matters shall not be considered.

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(f) Notwithstanding anything to the contrary in this Section 2.5 or otherwise in these By-Laws, unless required by applicable law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been deemed a proper matter for Shareholder action by the Chairman of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees.

Section 2.6. Quorum and Action. (a) The holders of a majority of the voting power of the shares of beneficial interest of the Trust (the “ Shares ”) entitled to vote at a meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. Notwithstanding the foregoing, when the holders of Preferred Shares are entitled to elect any of the Trust’s Trustees by class vote of such holders, the holders of 33 1/3% of the Shares entitled to vote at a meeting shall constitute a quorum for the purpose of such an election.

(b) The Shareholders shall take action by the affirmative vote of the holders of a majority, except in the case of the election of Trustees which shall only require a plurality, of the voting power of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by the 1940 Act , the Declaration of Trust, any resolution of the Trustees which authorizes the issuance of Preferred Shares or the written statement setting forth the relative rights and preferences of the Preferred Shares.

Section 2.7. Voting . At each meeting of the Shareholders, every, holder of Shares then entitled to vote may vote in person or by proxy and, except as otherwise provided by the 1940 Act, the Declaration of Trust or any resolution of the Trustees which authorizes the issuance of Preferred Shares, shall have one vote for each Share registered in his name.

Section 2.8. Proxy Representation . A Shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the Trust at or before the meeting at which the appointment is to be effective. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures which are reasonably designed to verify that such instructions have been authorized by such Shareholder, shall constitute execution of such proxy by or on behalf of

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such Shareholder. The appointment of a proxy is valid for eleven months, unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy.

Section 2.9. Adjourned Meetings . Any meeting of Shareholders may by announcement by the person presiding thereat, be adjourned to a designated time and place by the vote of the holders of a majority of the Shares present and entitled to vote thereon with respect to the matter to be adjourned whether or not a quorum is so present. An adjourned meeting may reconvene as designed, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.10. Action by Written Consent in Lieu of Meeting of Shareholders . See Section 6.3 of these By-Laws.

ARTICLE III

TRUSTEES

Section 3.1. Qualifications, Number, Vacancies and Classes. (a) Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the Commonwealth of Massachusetts. The number of Trustees of the Trust and the filling of vacancies shall be as provided in the Declaration of Trust.

(b) The Trustees shall be classified by resolution into the following three classes to be elected by the holders of the outstanding Common Shares and outstanding Preferred Shares, if any, voting together as a single class, each to serve for three year terms (with the exception of the initial appointment or election of Trustees as provided below): Class I, Class II and Class III. Upon their initial election or appointment, such resolution electing or appointing the Trustees shall designate the Class of Trustees designated to serve for a term expiring at the first succeeding annual meeting subsequent to their election, the Class of Trustees designated to serve for a term expiring at the second succeeding annual meeting subsequent to their election, and the Class of Trustees designated to serve for a term expiring at the third succeeding annual meeting subsequent to their election. At each subsequent annual meeting, the Trustees chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Trustees whom they succeed and shall be elected

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for a term expiring at the time of the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are elected and qualified.

(c) Upon or prior to the issuance of any Preferred Shares, the Trustees shall designate by resolution two Trustees to be appointed to serve as Trustees elected solely by the holders of the outstanding Preferred Shares (the “Preferred Trustees”). The Preferred Trustees shall initially be elected or appointed to the Board of Trustees for a term expiring at the first succeeding annual meeting subsequent to their election or appointment. At each subsequent annual meeting at which holders of Preferred Shares are entitled to vote, the Preferred Trustees shall be elected for a term expiring at the time of the next succeeding annual meeting subsequent to their election held for the election of Trustees of Class I, Class II or Class III or thereafter when their respective successors are elected and qualified.

(d) The Trustees shall only be elected at annual meetings, except as provided in the Declaration of Trust.

Section 3.2. Powers . The business and affairs of the Trust shall be managed under the direction of the Board of Trustees. All powers of the Trust may be exercised by or under the authority of the Board of Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.

Section 3.3. Investment Policies . It shall be the duty of the Board of Trustees to ensure that the purchase, sale, retention and disposal of portfolio securities and the other investment practices of the Trust are at all times consistent with the investment objectives, policies and restrictions with respect to securities investments and otherwise of the Trust filed from time to time with the Securities and Exchange Commission and as required by the 1940 Act, unless such duty is delegated to an investment adviser pursuant to a written contract, as provided in the Declaration of Trust. The Trustees, however, may delegate the duty of management of the assets of the Trust and may delegate such other of their powers and duties to the Executive Committee or any other committee, or to an individual or corporate investment adviser to act as investment adviser or subadviser pursuant to a written contract.

Section 3.4. Meetings . Regular meetings of the Trustees may be held without notice at such times as the Trustees shall fix. Special meetings of the Trustees may be called by the Chairman of the Board or the Chief Administrative Officer, and shall be called at the written request of two or more Trustees. Unless waived by each Trustee, three days’ notice of special meetings

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shall be given to each Trustee in person, by mail, by telephone, or by telegram or cable, or by any other means that reasonably may be expected to provide similar notice. Notice of special meetings need not state the purpose or purposes thereof. Meetings of the Trustees may be held at any place within or outside the Commonwealth of Massachusetts. A conference among Trustees by any means of communication through which the Trustees may simultaneously hear each other during the conference constitutes a meeting of the Trustees or of a committee of the Trustees, if the notice requirements have been met (or waived) and if the number of Trustees participating in the conference would be sufficient to constitute a quorum at such meeting. Participation in such meeting by that means constitutes presence in person at the meeting.

Section 3.5. Quorum and Action . A majority of the Trustees currently holding office, or in the case of a meeting of a committee of the Trustees, a majority of the members of such committee, shall constitute a quorum for the transaction of business at any meeting. If a quorum is present when a duly called or held meeting is convened, the Trustees present may continue to transact business until adjournment, even though the withdrawal of a number of Trustees originally present leaves less than the proportion or number otherwise required for a quorum. At any duly held meeting at which a quorum is present, the affirmative vote of the majority of the Trustees present shall be the act of the Trustees or the committee, as the case may be, on any question, except where the act of a greater number is required by these By-Laws or by the Declaration of Trust.

Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees . See Section 6.3 of these By-Laws.

Section 3.7. Committees . The Trustees, by resolution adopted by the affirmative vote of a majority of the Trustees, may designate from their members an Executive Committee, an Audit Committee (whose function shall be to advise the Trustees as to the selection of and review of the work of the independent public accountants of the Trust) and any other committee or committees, each such committee to consist of two or more Trustees and to have such powers and authority (to the extent permitted by law) as may be provided in such resolution. Any such committee may be terminated at any time by the affirmative vote of a majority of the Trustees.

ARTICLE IV

OFFICERS

Section 4.1. Number and Qualifications . The officers of the Trust shall include a Chief Administrative Officer, a Controller, one or more Vice Presidents

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(one of whom may be designated Executive Vice President), a Treasurer, and a Secretary. Any two or more offices may be held by the same person. Unless otherwise determined by the Trustees, each officer shall be appointed by the Trustees for a term which shall continue until the meeting of the Trustees following the next regular meeting of Shareholders and until his successor shall have been duly elected and qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws. The Trustees may from time to time elect, or delegate to the Chairman of the Board or the Chief Administrative Officer, or both, the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Trust. Such other officers shall hold office for such terms as may be prescribed by the Trustees or by the appointing authority. The Chairman of the Board is not deemed to be an officer of the Trust by virtue of serving as Board Chair.

Section 4.2. Resignations . Any officer of the Trust may resign at any time by giving written notice of his resignation to the Trustees, the Chairman of the Board, the Chief Administrative Officer or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.3. Removal . An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Trustees present at a duly convened meeting of the Trustees.

Section 4.4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or any other cause, may be filled for the unexpired portion of the term by the Trustees, or in the manner determined by the Trustees.

Section 4.5. The Chairman of the Board . The Chairman of the Board shall be elected from among the Trustees. He shall:

(a) when present, preside at all meetings of the Trustees and of the Shareholders;

(b) see that all orders and resolutions of the Trustees are carried into effect; and

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In the absence of the Chief Administrative Officer or in the event of his disability, or inability to act or to continue to act, the Chairman of the Board shall perform the duties of the Chief Administrative Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer.

Section 4.6. The Chief Administrative Officer . The Chief Administrative Officer shall be the chief executive and operating officer of the Trust and, subject to the Chairman of the Board, he shall have general authority over and general management and control of the business and affairs of the Trust. In general, he shall discharge all duties incident to the office of the chief executive and operating officer of the Trust and such other duties as may be prescribed by the Trustees from time to time. The Chief Administrative Officer shall be authorized to do or cause to be done all things necessary or appropriate, including preparation, execution and filing of any documents, to effectuate the registration from time to time of the Common Shares or Preferred Shares of the Trust with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. He shall perform all duties incident to the office of Chief Administrative Officer and such other duties as from time to time may be assigned to him by the Trustees or by these By-Laws. Despite the fact that he/she is not a Trustee, in the absence of the Chairman of the Board or in the event of his disability, or inability to act or to continue to act, the Chief Administrative Officer shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board.

Section 4.7. Executive Vice-President . In the case of the absence or inability to act of the Chief Administrative Officer and the Chairman of the Board, the Executive Vice-President shall perform the duties of the Chief Administrative Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer . The Executive Vice-President shall perform all duties incident to the office of Executive Vice-President and such other duties as from time to time may be assigned to him by the Trustees, the Chief Administrative Officer or these By-Laws.

Section 4.8. Vice Presidents . Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Trustees, the Chairman of the Board or the Chief Administrative Officer .

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Section 4.9. Controller . The Controller shall:

(a) keep accurate financial records for the Trust;

(b) render to the Chairman of the Board, the Chief Administrative Officer and the Trustees, whenever requested, an account of all transactions by and of the financial condition of the Trust; and

(c) in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned to him by the Trustees, the Chairman of the Board or the Chief Administrative Officer .

Section 4.10. Treasurer . The Treasurer shall:

(a) have charge and custody of, and be responsible for, all the funds and securities of the Trust, except those which the Trust has placed in the custody of a bank or trust company pursuant to a written agreement designating such bank or trust company as custodian of the property of the Trust, as required by Section 6.6 of these By-Laws;

(b) deposit all money, drafts, and checks in the name of and to the credit of the Trust in the banks and depositories designated by the Trustees;

(d) disburse corporate funds and issue checks and drafts in the name of the Trust, as ordered by the Trustees; and

(e) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees, the Chairman of the Board or the Chief Administrative Officer .

Section 4.11. Secretary . The Secretary shall:

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Trustees, the committees of the Trustees and the Shareholders;

(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by statute;

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(d) see that the books, reports, statements, certificates and other documents and records required by statute to be kept and filed are properly kept and filed; and

(e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees, the Chairman of the Board or the Chief Administrative Officer .

Section 4.12. Salaries . The salaries of all officers shall be fixed by the Trustees and the Trustees have the authority by majority vote to reimburse expenses and to establish reasonable compensation of all Trustees for services to the Trust as Trustees, officers, or otherwise.

ARTICLE V

SHARES

Section 5.1. Share Certificates. No certificates representing Common Shares or Preferred Shares shall be issued except as the Trustees may otherwise authorize.

Section 5.2. Books and Records; Inspection. The Trust shall keep at its principal executive office, or at another place or places within the United States determined by the Trustees, a share register not more than one year old, containing the names and addresses of the shareholders and the number of Shares held by each Shareholder. The Trust shall also keep, at its principal executive office, or at another place or places within the United States determined by the Trustees, a record of the dates on which certificates representing Shares were issued.

Section 5.3. Share Transfers. Upon compliance with any provisions restricting the transferability of Shares that may be set forth in the Declaration of Trust, these By-Laws, or any resolution or written agreement in respect thereof, transfers of Shares of the Trust shall be made only on the books of the Trust by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with an officer of the Trust, or with a transfer agent or a registrar and on surrender of any certificate or certificates for such Shares properly endorsed and the payment of all taxes thereon. Except as may be otherwise provided by law or these By-Laws, the person in whose name Shares stand on the books of the Trust shall be deemed the owner thereof

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for all purposes as regards the Trust; provided that whenever any transfer of Shares shall be made for collateral security, and not absolutely, such fact, if known to an officer of the Trust, shall be so expressed in the entry of transfer.

Section 5.4. Regulations . The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, certification, transfer and registration of Shares of the Trust. They may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for Shares to bear the signature or signatures of any of them.

Section 5.5. Lost, Destroyed or Mutilated Certificates . The holder of any certificate representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such owner or his legal representatives to give to the Trust a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Trustees, in their absolute discretion, may refuse to issue any such new certificate, except as otherwise required by law.

Section 5.6. Record Date; Certification of Beneficial Owner . (a) The Trustees may fix a date not more than ninety (90) days before the date of a meeting of Shareholders as the date for the determination of the holders of Shares entitled to notice of and entitled to vote at the meeting or any adjournment thereof.

(b) The Trustees may fix a date for determining Shareholders entitled to receive payment of any dividend or distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares.

(c) In the absence of such fixed record date, (i) the date for determination of Shareholders entitled to notice of and entitled to vote at a meeting of Shareholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, and (ii) the date for determining Shareholders entitled to receive payment of any dividend or distribution or an allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares shall be the close of business on the day on which the resolution of the Trustees is adopted.

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(d) A resolution approved by the affirmative vote of a majority of the Trustees present may establish a procedure whereby a Shareholder may certify in writing to the Trust that all or a portion of the Shares registered in the name of the Shareholder are held for the account of one or more beneficial owners. Upon receipt by the Trust of the writing, the persons specified as beneficial owners, rather than the actual Shareholders, are deemed the Shareholders for the purposes specified in the writing.

ARTICLE VI

MISCELLANEOUS

Section 6.1. Fiscal Year . The fiscal year of the Trust shall be as fixed by the Trustees of the Trust.

Section 6.2. Notice and Waiver of Notice . (a) Any notice of a meeting required to be given under these By-Laws to Shareholders or Trustees, or both, may be waived by any such person (i) orally or in writing signed by such person before, at or after the meeting or (ii) by attendance at the meeting in person or, in the case of a Shareholder, by proxy.

(b) Except as otherwise specifically provided herein, all notices required by these By-Laws shall be printed or written, and shall be delivered either personally, by telecopy, telegraph or cable, or by mail or courier or delivery service, and, if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Shareholder or Trustee at his address as it appears on the records of the Trust.

Section 6.3 Action by Written Consent in Lieu of Meeting. (a) An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed by all of the Shareholders entitled to vote on that action. The written action is effective when it has been signed by all of those Shareholders, unless a different effective time is provided in the written action.

(b) An action which is required or permitted to be taken at a meeting of Trustees and which also requires subsequent Shareholder approval may be taken by written action signed by all of the Trustees. An action which is required or permitted to be taken at a meeting of the Trustees or a Committee of the Trustees but which does not require Shareholder approval may be taken by written action signed by the number of Trustees that would be required to take

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the same action at a meeting of the Trustees or Committee, as the case may be, at which all Trustees were present. The written action is effective when signed by the required number of Trustees, unless a different effective time is provided in the written action. When written action is taken by less than all Trustees, all Trustees shall be notified immediately of this text and effective date.

Section 6.4 Reports to Shareholders. The books of account of the Trust shall be examined by an independent firm of public accountants at the close of each annual period of the Trust and at such other times, if any, as may be directed by the Trustees. A report to the Shareholders based upon such examination shall be mailed to each Shareholder of the Trust of record at his address as the same appears on the books of the Trust. Each such report shall show the assets and liabilities of the Trust as of the annual or other period covered by the report and the securities in which the funds of the Trust were then invested; such report shall also show the Trust’s income and expenses for the period from the end of the Trust’s preceding fiscal year to the close of the annual or other period covered by the report and any other information required by the 1940 Act, and shall set forth such other matters as the Trustees or such independent firm of public accountants shall determine.

Section 6.5 Approval of Firm of Independent Public Accountants. At any regular meeting of the Shareholders of the Trust there may be submitted, for ratification or rejection, the name of the firm of independent public accountants which has been selected for the fiscal year in which such meeting is held by a majority of those members of the Trustees who are not investment advisers of, or affiliated persons of an investment adviser of, or officers or employees of, the Trust, as such terms are defined in the 1940 Act.

Section 6.6 Custodian. All securities and cash of the Trust shall be held by a custodian meeting the requirements for a custodian contained in the 1940 Act and the rules and regulations thereunder and in any applicable state securities or blue sky laws. The Trust shall enter into a written contract with the custodian regarding the powers, duties and compensation of the custodian with respect to the cash and securities of the Trust held by the custodian. Said contract and all amendments thereto shall be approved by the Trustees of the Trust. The Trust shall upon the resignation or inability to serve of the custodian obtain a successor custodian and require that the cash and securities owned by the Trust be delivered to the successor custodian.

Section 6.7 Prohibited Transactions. No officer or Trustee of the Trust or of its investment adviser shall deal for or on behalf of the Trust with himself, as principal or agent, or with any corporation or partnership in which he has a financial interest. This prohibition shall not prevent: (a) officers or Trustees of the Trust from having a financial interest in the Trust, its principal underwriter

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or its investment adviser; (b) the purchase of securities for the portfolio of the Trust or the sale of securities owned by the Trust through a securities dealer, one or more of whose partners, officers or Trustees is an officer or Trustee of the Trust, provided such transactions are handled in the capacity of broker only and provided commission charged do not exceed customary brokerage charges for such service; (c) the purchase or sale of securities for the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to an exemptive order of the Securities and Exchange Commission; or (d) the employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian having a partner, officer or director who is an officer or Trustee of the Trust, provided only customary fees are charged for services rendered to or for the benefit of the Trust.

Section 6.8 Bonds. The Trustees may require any officer, agent or employee of the Trust to give a bond to the Trust, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Trustee. The Trustees shall, in any event, require the Trust to provide and maintain a bond issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, against larceny and embezzlement, covering each officer and employee of the Trust, who may singly, or jointly with others, have access to securities or funds of the Trust, either directly or through authority to draw upon such funds or to direct generally the disposition of such securities, such bond or bonds to be in such reasonable form and amount as a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act shall approve not less than once every twelve months, with due consideration to all relevant factors including, but not limited to, the value of the aggregate assets of the Trust to which any such officer or employee may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of the securities in the Trust’s portfolio, and as meet all requirements which the Securities and Exchange Commission may prescribe by order, rule or regulation.

ARTICLE VII

AMENDMENTS

Section 7.1 . These By-Laws may be amended or repealed, or new By-Laws may be adopted, by a vote of a majority of the Trustees at any meeting thereof provided that notice of such meeting shall have been given if required by these By-Laws, which notice, if required, shall state that amendment or repeal of the By-Laws or adoption of new By-Laws, is one of the purposes of such meeting, or by action of the Trustees by written consent in lieu of a meeting.

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Exhibit A

NUVEEN TAXABLE CLOSED-END FUNDS

(Organized as Massachusetts Business Trusts)

Nuveen Senior Income Fund

Nuveen Senior Income Fund 2

Nuveen Real Estate Income Fund

Nuveen Real Estate Income Fund 2

Nuveen Real Estate Growth and Income Fund

Nuveen Quality Preferred Income Fund

Nuveen Quality Preferred Income Fund 2

Nuveen Quality Preferred Income Fund 3

Nuveen Quality Preferred Income Fund 4

Nuveen Preferred and Convertible Income Fund

Nuveen Preferred and Convertible Income Fund 2

Nuveen Preferred and Convertible Opportunity Fund

Nuveen Diversified Dividend and Income Fund

Nuveen Tax-Advantaged Total Return Strategy Fund

(formerly, Nuveen Tax-Advantaged Dividend and Total Return Fund)

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

(formerly, Nuveen Floating Rate Income Fund 2)

Nuveen Equity Premium Income Fund

(formerly, Nuveen Premium Income Strategy Fund)

Nuveen Equity Premium Opportunity Fund

Nuveen Equity Premium Income Fund 2, name

changed to Equity Premium and Growth Fund on 9-12-05

Nuveen Floating Rate Income Opportunity Fund 2

Nuveen Tax-Advantaged Floating Rate Fund

(formerly, Nuveen Quality Floating Rate Dividend Fund)

Nuveen Equity Premium Advantage Fund

Nuveen Emerging Companies Fund


	DATE ESTABLISHED:
Nuveen Global Government Enhanced Income Fund		4-13-06
Nuveen Global Value Opportunities Fund		5-17-06
Nuveen Core Equity Alpha Fund		11-14-06
Nuveen Multi-Currency Short-Term Government Income Fund		2/14/07
(formerly, Nuveen International Short-Term Government Income Fund) name changed on 2/22/07
Nuveen Tax-Advantaged Dividend Growth Fund		2/22/07
Nuveen Mortgage Opportunity Term Fund		9-10-09
Nuveen Mortgage Opportunity Term Fund 2		12-16-09


Nuveen Energy MLP Total Return Fund			9-27-2010
Nuveen Short Duration Credit Opportunities Fund			1-3-2011
Nuveen Real Asset Income and Growth Fund			1-10-2012
Nuveen Active Allocation Real Return Fund (formerly, Nuveen Real Return Active Allocation Fund)			4-2-2012
Nuveen Preferred and Income Term Fund			4-18-2012

-2-

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this 13th day of November 2007, by and between NUVEEN QUALITY PREFERRED INCOME FUND 2, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

W I T N E S S E T H

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objective and policies and limitations, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the Investment Company Act of l940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end, non-diversified management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.

2. For the services and facilities described in Section l, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.

A. The Fund Level Fee shall be computed by applying the following annual rate to the average total daily net assets of the Fund:


Average Total Daily Net Assets ⁽¹⁾	Rate
For the first $500 million		.7000	%
For the next $500 million		.6750	%
For the next $500 million		.6500	%
For the next $500 million		.6250	%
For net assets of $2 billion and over		.6000	%

⁽¹⁾

Including net assets attributable to the Fund’s Preferred Shares and the principal amount of borrowings.

B. The Complex-Level Fee shall be calculated by reference to the daily net assets of the 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 fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule:


Complex-Level Managed Assets Breakpoint Level	Effective Rate at Breakpoint Level
($million)
55,000		.2000	%
56,000		.1996	%
57,000		.1989	%
60,000		.1961	%
63,000		.1931	%
66,000		.1900	%
71,000		.1851	%
76,000		.1806	%
80,000		.1773	%
91,000		.1691	%
125,000		.1599	%
200,000		.1505	%
250,000		.1469	%
300,000		.1445	%

C. “Eligible Funds”, for purposes of this Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on a case-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints.

D. For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

3. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

4. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.

5. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

6. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.

7. This Agreement shall continue in effect until August l, 2008, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no less than sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.

Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.

8. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

9. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

10. The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.

11. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

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


Attest:		/s/Virginia O’Neal
		Assistant Secretary


Attest:		/s/ Larry Martin
		Assistant Secretary

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT made as of this 13th day of November, 2007 by and between Nuveen Asset Management, a Delaware corporation and a registered investment adviser (“Manager”), and Spectrum Asset Management, Inc., a Connecticut corporation and a federally registered investment adviser (“Sub-Adviser”).

WHEREAS, Manager serves as the investment manager for the Nuveen Quality Preferred Income Fund 2 (the “Fund”), a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to an Investment Management Agreement between Manager and the Fund (as such agreement may be modified from time to time, the “Management Agreement”); and

WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for the Fund, upon the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment . Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided.

2. Services to be Performed . Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program.

Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided.

Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act;

Sub-Adviser further agrees that it:

(a)

will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b)

will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

(c)

will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and

(d)

will prepare such books and records with respect to the Fund’s securities transactions as requested by the Manager and will furnish Manager and Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.

3. Expenses . During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commission, if any) purchased for the Fund.

4. Compensation . For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee equal to 40.0% of the investment management fee payable by the Fund to the Manager based on average daily net assets which includes net assets attributable to FundPreferred Shares and the principal amount of borrowings pursuant to the Management Agreement, as the net amount of such fee is reduced by the obligation of Manager to reimburse certain fees and expenses to the Fund pursuant to an Expense Reimbursement Agreement of even date herewith by and between the Fund and the Manager, as such agreement may be modified from time to time.

The portfolio management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Fund, determined in the manner established by the Fund’s Board of Trustees, as of the close of business on the last preceding business day on which the Fund’s net asset value was determined.

For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.

Manager shall not agree to amend the financial terms of the Expense Reimbursement Agreement or the Management Agreement to the detriment of the Sub-Adviser by operation of this Section 4 without the express written consent of the Sub-Adviser.

5. Services to Others . Manager understands, and has advised Fund’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

6. Limitation of Liability . The Sub-Adviser shall not be liable for, and Manager will not take any action against the Sub-Adviser to hold Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

7. Term; Termination; Amendment . This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Fund and the Manager becomes effective, provided that it has been approved by a vote of a majority of the outstanding voting securities of the Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until August 1, 2008 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on no less than sixty (60) days’ written notice to the Sub-Adviser. This Agreement may be terminated by the Sub-Adviser without payment of any penalty on no less than sixty (60) days’ prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on no less than sixty (60) days’ written notice to the Sub-Adviser by the Fund.

This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action which results in a breach of the covenants of the Sub-Adviser set forth herein.

The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Fund is terminated, assigned or not renewed.

8. Notice . Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party


If to the Manager:		If to the Sub-Adviser:

Nuveen Asset Management		Spectrum Asset Management, Inc.
333 West Wacker Drive		4 High Ridge Park
Chicago, Illinois 60606		Stamford, Connecticut 06905
Attention: John P. Amboian		Attention: Mark A. Lieb

With a copy to:		With a copy to:

Nuveen Investments, Inc.		Wolf, Block, Schorr and Solis-Cohen LLP
333 West Wacker Drive		250 Park Avenue,
Chicago, Illinois 60606		New York, New York 10177
Attention: General Counsel		Attention: Herbert Henryson II

or such address as such party may designate for the receipt of such notice.

9. Limitations on Liability . All parties hereto are expressly put on notice of the Fund’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Fund entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but are binding upon only the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

10. Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

11. Applicable Law . This Agreement shall be construed in accordance with applicable federal law and (except as to Section 9 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.


NUVEEN ASSET MANAGEMENT, a Delaware corporation		SPECTRUM ASSET MANAGEMENT, INC., a Connecticut corporation

By:	/s/ Gifford R. Zimmerman	By:	/s/ Mark. A Lieb
Title:	Managing Director	Title:	President

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

[DATE]

Dear Mr. :

Reference is made to Fund (the “Fund”). The Fund currently is making an initial public offering of its common shares of beneficial interest (the “Shares”) through several underwriters. Such offering is referred to herein as the “Offering.” You are acting as lead manager and representative (the “Representative”) of the underwriters of the Offering, and we are participating as a manager and underwriter of the Offering.

We are requesting that we be able to offer certain broker-dealers the opportunity to participate as selling dealers in the Offering. This letter is to confirm our agreement with you as to the terms and conditions on which we may transact business (collectively, the “Nuveen Selected Dealers” and, individually, a “Nuveen Selected Dealer”):

a. Each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares shall have entered into a master selected dealer agreement (“Selected Dealer Agreement”) with Nuveen, the form of which is attached hereto as Exhibit A;

b. Before offering to sell, or selling, Shares to a Nuveen Selected Dealer, Nuveen will carry out such independent investigations as it deems necessary to determine that such dealer satisfies the criteria set forth in Section 6 of the Selected Dealer Agreement;

c. We will act under and enforce each Selected Dealer Agreement only with your consent (which shall not be unreasonably withheld) or upon your instruction;

d. We shall not allow any Nuveen Selected Dealer purchasing Shares in an Offering a selling concession that is in an amount in excess of the maximum selling concession set by you for selected dealers for the Offering; and

one or more Nuveen Selected Dealers, and we agree to make all purchases of Shares in accordance with Master Agreement among Underwriters between the Representatives and Nuveen and the underwriting agreement for the Offering of such Shares.

If the foregoing correctly sets forth our understanding regarding the matters described herein, please so indicate by signing a copy of this letter where indicated below and returning a signed copy of this letter to us. For your convenience, a duplicate copy of this letter has been included.


NUVEEN INVESTMENTS

By:
Name: Title:		Kevin J. McCarthy Vice President

Acknowledged and agreed to as of this day of on behalf of themselves and, in respect of the Offering, the other underwriters of the Offering.

By:


By
Name:
Title:

Exhibit h.3

NUVEEN EXCHANGE-TRADED FUNDS

MASTER SELECTED DEALER AGREEMENT

[DATED]

Dear Ladies and Gentlemen:

In connection with public offerings of securities (“Securities”) of registered investment companies sponsored by Nuveen Investments (“Nuveen”) which are underwritten by a group of underwriters (“Underwriters”) which are represented by Nuveen alone or in conjunction with other firms (the “Representatives”), you (a “Dealer”) may be offered from time to time the opportunity to purchase a portion of such securities, as a principal, at a discount from the public offering price representing a selling concession or reallowance granted as consideration for services rendered in the distribution of such securities, subject to the terms and conditions of this Agreement.

1. General. (a) This Agreement sets forth the general terms, conditions and representations applicable to any such purchase. These general terms, conditions and representations may be modified, amended or supplemented in connection with an offering of Securities by telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication of Nuveen or other Representative of the Underwriters of such offering (any communication in any such form being herein referred to as a “written communication”) to you in connection with such offering. This Agreement shall become effective with respect to your participation in an offering of Securities upon your acceptance of any reservation of any such Securities, as a Dealer. Such acceptance shall constitute your acceptance of this Agreement as modified, amended or supplemented by any such written communication.

(b) As used herein, the term “Agreement” shall mean this Agreement and, after receipt by you of written notice thereof, any amendment or supplement hereto, plus any additional or supplementary terms, conditions and representations contained in the prospectus relating to the offering of Securities or any other written communication to you from Nuveen or any other Representative of the Underwriters of any offering of securities. This Agreement shall constitute a binding agreement between you and Nuveen, individually, and, in respect of a public offering of Securities, Nuveen and the other Representatives of the Underwriters of such offering on whose behalf Nuveen is acting.

2. Sales to Selected Dealers. For any specific offering, we will advise you by telegram of the method and terms of offering, the time of the release of the Securities for sale to the public, the initial offering price, the selling concession, the portion of the selling concession allowable to certain dealers (the “reallowance”), the time at which subscription books will be opened, the amount, if any, of Securities reserved for purchase by Dealers and the period of reservation. Subscription books may be closed by us at any time in our discretion without notice, and the right is reserved to reject any subscription in whole or in part. Notification of allotments against the rejections of subscriptions will be made as promptly as practicable. In purchasing Securities, you must rely only on the prospectus, and on no other statements whatsoever, written or oral.

3. Offering Provisions. Upon receipt of the telegram or letter referred to in Section 2 hereof, promptly on the date set forth in such telegram for release of the Securities for sale to the public, you will reoffer the Securities purchased by you hereunder, subject to receipt and acceptance of the Securities by the Underwriters, and upon the other terms, conditions and representations set forth herein and in the prospectus relating to such Securities. Securities purchased hereunder are to be offered to the public at the initial public offering price set forth in the prospectus, except that if a reallowance is in effect, a reallowance from the public offering price not in excess of such reallowance may be allowed by you but only to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Rule 2740(c) of the Rules of Conduct of the National Association of Securities Dealers, Inc. (“NASD”) and who are members in good standing of the NASD or are foreign dealers, not eligible for membership in the NASD, who, in each case, represent to you that they will promptly reoffer such Securities to the public at the initial public offering price set forth in the prospectus and will abide by the conditions with respect to foreign brokers and dealers set forth in the first paragraph of Section 6 hereof.

If prior to the completion of a distribution of the Securities in an offering, directly or indirectly in connection with their activities under this agreement, Nuveen or an Underwriter of the offering purchases on the open market any Securities purchased by you under this Agreement as part of the offering, you agree to pay Nuveen or the lead Representative of the Underwriters of the offering on demand an amount equal to the concession with respect to the Securities, plus, as applicable, transfer taxes, broker’s commission, or dealer’s markups, if any, paid in connection with such transactions. Alternatively, Nuveen or the Representatives of the Underwriters of the offering may withhold payment for a period of time of, or determine not to pay, all or any part of the concession with respect to the Securities so received. You will advise Nuveen or any other Representative from time to time at our request, of the number of Securities purchased by you hereunder remaining unsold and you agree to sell to us, at our request, for the account of one or more of the Underwriters, such number of such unsold Securities as we may designate, at the initial offering price less an amount to be determined by us, not in excess of the full concession.

4. Delivery and Payment. Payment for and delivery of Securities purchased by you hereunder will be made through the facilities of the Depository Trust Company, if you are a member, or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date. At the discretion of Nuveen or a Representative of the Underwriters of the offering, we may require you to pay the full public offering price for any offering of Securities. If you are called upon to pay the full public offering price for the Securities purchased by you the concession will be paid to you, less any amounts charged to your account pursuant to Section 3 above, after termination of this Agreement.

5. Termination. This Agreement shall continue in full force and effect until terminated by either party by five days’ written notice to the other; provided, that if this Agreement has become effective with respect to any offering of Securities, this Agreement may not be terminated by you with respect to such offering. It shall remain in full force and effect as to such offering. Notwithstanding any distribution and settlement of accounts, you shall be liable for the proper proportion of any transfer tax or other liability which may be asserted against the Representatives or any of the Underwriters or Dealers based upon the claim that the Dealers, or any of them, constitute a partnership, an association, an unincorporated business or other separate entity.

6. Position of Selected Dealers and Underwriters. You represent that you are actually engaged in the investment banking or securities business and are a member in good standing of the NASD or that you are a foreign dealer, not eligible for membership in the NASD, which agrees not to offer or sell any Securities in, or to persons who are nationals or residents of, the United States of America. In making sales of Securities, if you are such a member, you agree to comply with all applicable rules of the NASD, including, without limitation, IM 2110-1 (the NASD’s Interpretation with Respect to Free-Riding and Withholding) and Rules 2740 and 2750 of the NASD’s Rules of Conduct, or, if you are a foreign dealer, you agree to comply with such Interpretation and Rules 2730, 2740 and 2750 of such Rules of Conduct as though you were such a member, and with Rule 2420 as that Rule applies to a non-member broker or dealer in a foreign country. You also confirm that you have complied and will comply with the prospectus delivery requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended including Rule 15c2-8(b) which requires all participating dealers to distribute a copy of the preliminary prospectus relating to the offering of Securities to each person to whom they expect to confirm a sale of the Securities not less than 48 hours prior to the time they expect to mail such confirmation. You are not authorized to give any information or make any representations with respect to an offering of Securities other than those contained in the prospectus for the offering, or to act as agent for the issuer, any Underwriter, Representative or Nuveen.

Neither Nuveen, individually or as Representative of the Underwriters, nor any of the Representatives or Underwriters shall be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended. No obligations on the part of Nuveen will be implied or inferred herefrom. All communications to Nuveen relating to the subject matter of this Agreement should be addressed to Nuveen Investments, 333 W. Wacker Drive, Chicago, Illinois 60606 (Attention: Debbie Taylor), and any notices to you shall be deemed to have been duly given if mailed or telegraphed to you at such address as you shall indicate on the last page of this Agreement.

7. Blue Sky Matters. Neither Nuveen, individually or as a Representative of the Underwriters, nor any of the Representatives or Underwriters will have any responsibility with respect to the right of any Dealer to sell Securities in any jurisdiction, notwithstanding any information we may furnish in that connection.

8. Indemnification. You agree to indemnify and hold harmless Nuveen and each Representative and Underwriter of an offering of Securities and each person, if any, who controls Nuveen or any such Representative or Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation) (any of the foregoing being hereinafter referred to individually as a “Loss” and collectively, as “Losses”) suffered or incurred by any such indemnified person arising out of or in connection with such offering for or on account of or arising from or in connection with (i) any violation by you of any law, rule or regulation (including any rule of any self-regulatory organization) or (ii) any breach of any representation, warranty, covenant or agreement contained in this Agreement. The foregoing indemnity agreement shall be in addition to any liability which you may otherwise have.

9. Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure.

(b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing

interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.

(c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

10. Survival. The representations, warranties, covenants and agreements of the undersigned contained in this Agreement, including, without limitation, the indemnity agreements contained in Sections 8 and 9 hereof, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Representative or Underwriter or any person controlling any Representative or Underwriter, or their directors or officers, (ii) acceptance of any Shares and payment therefor and (iii) any termination of this Agreement.

11. This Agreement shall be governed by the laws of the State of New York or the laws of such other state as indicated in a written communication to you by Nuveen with respect to any particular securities offering.

Please confirm your agreement to the foregoing by signing in the space provided below and returning to us the enclosed counterpart of this Agreement.


	NUVEEN INVESTMENTS

	By:
Confirmed as of .		Managing Director
[Date]


By:

Title:

Address:

Exhibit h.4

FORM OF DEALER LETTER AGREEMENT

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

[DATE]

Dear Mr. :

c. We will act under and enforce each Selected Dealer Agreement only with your consent (which shall not be unreasonably withheld) or upon your instruction;

e. We agree upon instruction from you, subject to the other terms of the Offering, to pay for and purchase all Shares that we reserve in the Offering, whether such Shares are reserved by us for our own account or for the account of one or more Nuveen Selected Dealers, and we agree to make all purchases of Shares in accordance with Master Agreement among Underwriters between the Representatives and Nuveen and the underwriting agreement for the Offering of such Shares.


NUVEEN INVESTMENTS

By:
Name:		Kevin J. McCarthy
Title:		Vice President

Acknowledged and agreed to as of this day of on behalf of themselves and, in respect of the Offering, the other underwriters of the Offering.


By:

By
		Name:
		Title:

Exhibit i

NUVEEN OPEN-END AND CLOSED-END FUNDS

DEFERRED COMPENSATION PLAN FOR

INDEPENDENT DIRECTORS AND TRUSTEES

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS


SECTION 1 PURPOSE OF PLAN; RESTATEMENT EFFECTIVE DATE		1

1.1	Purpose of Plan	1
1.2	Effective Date	1
1.3	Grandfather Rule for Pre-2005 Accounts	1

SECTION 2 DEFINITION OF TERMS AND CONSTRUCTION		1

2.1	Definitions	1
2.2	Plurals and Gender	3
2.3	Headings	3
2.4	Separate Agreement	4

SECTION 3 DEFERRALS		4

3.1	Deferral Election	4
3.2	Payment Reduction	4
3.3	Effect of Election.	4
3.4	Unforeseeable Emergencies	4

SECTION 4 ACCOUNTS		4

4.1	Crediting of Deferrals.	4
4.2	Valuation of Account.	5

SECTION 5 DISTRIBUTIONS FROM ACCOUNT		7

5.1	Participant’s Payment Election.	7
5.2	Irrevocability	7
5.3	Death Prior to Complete Distribution of Account	8
5.4	Unforeseeable Emergency	8
5.5	Designation of Beneficiary	8
5.6	Domestic Relations Orders	8
5.7	Compliance With Conflicts of Interest Laws	8

SECTION 6 AMENDMENTS AND TERMINATION		9

6.1	Amendments	9
6.2	Termination	9

SECTION 7 MISCELLANEOUS		9

7.1	Rights of Creditors.	9
7.2	Agents	9
7.3	Incapacity	9
7.4	Statement of Account	10
7.5	Governing Law	10
7.6	Non-Guarantee of Status	10
7.7	Counsel	10
7.8	Interests Not Transferable	10
7.9	Entire Agreement	10

NUVEEN OPEN-END AND CLOSED-END FUNDS

DEFERRED COMPENSATION PLAN FOR

INDEPENDENT DIRECTORS AND TRUSTEES

(As Amended and Restated Effective January 1, 2009)

SECTION 1 PURPOSE OF PLAN; RESTATEMENT EFFECTIVE DATE

1.1 Purpose of Plan . The Board of each Participating Fund maintains this Deferred Compensation Plan for Independent Directors and Trustees. The purpose of the Plan is to allow the independent directors and trustees of the Participating Funds to defer receipt of all or a portion of the compensation they earn for their service to the Participating Funds in lieu of receiving current payments of such compensation, and to treat any deferred amount as though an equivalent dollar amount had been invested in shares of one or more Eligible Funds. Each Board intends that the Plan shall be maintained at all times on an unfunded basis for federal income tax purposes under the Code. The Plan is not covered by the Employee Retirement Income Security Act of 1974, as amended.

1.2 Effective Date . This amendment and restatement of the Plan, which is intended to implement the requirements of Section 409A, is generally effective January 1, 2009.

1.3 Grandfather Rule for Pre-2005 Accounts . Notwithstanding anything herein to the contrary, the terms of the Pre-2005 Plan shall apply to the portion (if any) of a Participant’s Account as of December 31, 2004, including credited earnings and losses with respect thereto (the “Grandfathered Account”); provided, however, that with respect to any election change otherwise allowable thereunder, (i) such change may be made only during such annual enrollment periods as the Administrator shall establish, and (ii) if a change in the Participant’s payment election would result in the commencement of payment in a given Plan Year, the change may in no event be made later than the end of the annual enrollment period occurring prior to the first day of such Plan Year. With the exception of this Section 1.3 the provisions of this amended and restated Plan shall not apply to such Grandfathered Account. The Pre-2005 Plan shall be deemed to constitute a separate plan for purposes of Section 409A.

SECTION 2 DEFINITION OF TERMS AND CONSTRUCTION

2.1 Definitions . The following terms as used in this Plan shall have the following meanings:

(a) “Account” shall mean the aggregation of a Participant’s Plan Year Accounts.

(b) “Administrator” shall mean the Boards or such other person or persons as the Boards may from time to time designate, provided that no Participant may serve as Administrator.

(c) “Beneficiary” shall mean such person or persons designated pursuant to Section 5.5 hereof to receive benefits after the death of a Participant.

(d) “Board” shall mean the Board of Directors or the Board of Trustees of the respective Participating Funds.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(f) “Compensation” shall mean the retainer and fees paid to a Participant (prior to reduction for Deferrals made under this Plan) for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee of such Board.

(g) “Deferral” shall mean the amount or amounts of a Participant’s Compensation deferred under the provisions of Section 3.

(h) “Deferral Election” shall mean the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

(i) “Designated Fund” shall have the meaning set forth in Section 4.2(a).

(j) “Eligible Fund” means an open-end fund managed by Nuveen and designated by the Boards as a fund that may be chosen by a Participant as a fund in which the Participant’s Account may be deemed to be invested.

(k) “Net Asset Value” shall mean the per share value of an open-end fund, as determined as set forth in such fund’s registration statement under the 1940 Act, governing instruments and otherwise in accordance with law.

(l) “Nuveen” shall mean Nuveen Investments, Inc. and its affiliates.

(m) “Participant” shall mean a member of a Board who is not an “interested person” of a Participating Fund or of Nuveen, as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”).

(n) “Participating Fund” shall mean an open-end or closed-end fund managed by Nuveen, whether existing at the time of adoption of the Plan or established at a later date, designated by its Board as a fund compensation from which may be deferred by a Participant. Participating Funds shall be listed on Exhibit A to the Plan, which shall be revised from time to time by the Administrator, provided that failure to list a Participating Fund on Exhibit A shall not affect its status as a Participating Fund.

(o) “Payment Election” shall mean an election pursuant to Section 5.1.

(p) “Plan” shall mean this Deferred Compensation Plan for Independent Directors and Trustees, as amended from time to time.

(q) “Plan Year” shall mean the 12-month period beginning January 1 and ending December 31.

(r) “Plan Year Account” shall mean the book entry account described in Section 4.1(a).

(s) “Plan Year Subaccount” shall mean, with respect to a Participating Fund, the portion of a Plan Year Account attributable to Compensation deferred from such Participating Fund.

(t) “Pre-2005 Plan” shall mean the Plan as in effect prior to January 1, 2005.

(u) “Section 409A” shall mean Section 409A of the Code, as interpreted by regulations and other guidance promulgated thereunder.

(v) “Separation from Service” means a separation from service within the meaning of Section 409A. A Separation from Service with respect to any Participating Fund shall occur on the date as of which there is a complete termination of a Participant’s relationship as a director (or independent contractor or employee) with respect to such Participating Fund, with no reasonable anticipation (as determined in good faith by the Administrator) of the Participant being reappointed to the Board of such Participating Fund.

(w) “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant or his or her spouse or dependent (as defined in Section 152(a) of the Code), loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. Circumstances that may constitute an Unforeseeable Emergency include the imminent foreclosure of or eviction from the Participant’s primary residence; the need to pay for medical expenses, including nonrefundable deductibles, as well as for the costs of prescription drug medication; and the need to pay for the funeral expenses of a spouse or a dependent (as defined in Section 152(a) of the Code). The purchase of a home and the payment of college tuition generally are not Unforeseeable Emergencies. Whether the Participant is faced with an Unforeseeable Emergency permitting an emergency withdrawal shall be determined by the Administrator in its sole discretion, based on the relevant facts and circumstances and applying regulations and other guidance under Section 409A.

(x) “Valuation Date” shall mean the last business day of each calendar quarter and any other day upon which Nuveen makes a valuation of the Account.

2.2 Plurals and Gender . Where appearing in this Plan the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning.

2.3 Headings . The headings and subheadings in this Plan are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

2.4 Separate Agreement . This Plan shall be construed as a separate agreement between each Participant and each of the Participating Funds.

SECTION 3 DEFERRALS

3.1 Deferral Election . A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

3.2 Payment Reduction . While a Deferral Election is in effect, deferrals described in Section 3.1 shall be withheld, based upon the percentage elected, from each payment of Compensation to which the Participant would otherwise have been entitled but for his Deferral Election.

3.3 Effect of Election . A Deferral Election pursuant to Section 3.1 shall apply only to the Plan Year for which it is made and shall be irrevocable except to the extent otherwise provided in Section 3.4.

3.4 Unforeseeable Emergencies . In the event of a Participant’s Unforeseeable Emergency on account of which the Participant receives a withdrawal pursuant to Section 5.4, the Participant’s Deferral Election shall be canceled.

SECTION 4 ACCOUNTS

4.1 Crediting of Deferrals .

(a) The Administrator shall establish a book entry account (“Plan Year Account”) consisting of one or more Plan Year Subaccounts, to which will be credited an amount equal to the Participant’s Deferrals of Compensation from each respective Participating Fund under this Plan with respect to such Plan Year. The requirement to maintain separate Plan Year Subaccounts shall be deemed satisfied if the Administrator maintains (i) separate Plan Year Accounts and (ii) adequate records to enable the portions of each Plan Year Account attributable to the respective Plan Year Subaccounts to be calculated at any time.

(b) Any Compensation from a Participating Fund for a Plan Year earned by a Participant which he has elected to defer pursuant to the Plan will be credited to the corresponding Plan Year Subaccount on the date such Compensation otherwise would have been payable to such Participant.

(c) The obligations to pay the amounts in a Participant’s Plan Year Subaccounts associated with a Participating Fund shall be the sole obligation of that Participating Fund.

(d) Plan Year Subaccounts shall be debited to reflect any distributions from such subaccounts. Such debits shall be allocated to the Plan Year Subaccount as of the date such distributions are made.

4.2 Valuation of Account .

(a) Each Board shall from time to time designate one or more open-end funds managed by Nuveen as Eligible Funds. A Participant, on his Deferral Election form, shall have the right to select from the then-current list of Eligible Funds one or more funds in which his Account shall be deemed invested as set forth in this Section 4.2 (“Designated Funds”). A Participant shall designate whether his election pursuant to this Section 4.2(a), or change in election pursuant to Section 4.2(b), is to apply to his entire Account or to one or more Plan Year Accounts as specified in the election. A Participant may designate an Eligible Fund even if he is not a member of the Board of that Eligible Fund. Except as provided below, amounts credited to a Participant’s Account shall be treated as though such amounts had been invested and reinvested in shares of the Participant’s Designated Funds, initially calculated as follows:

(i) the product of

(A) the amount of such Deferrals and

(B) the percentage of such Deferrals to be deemed invested in that Designated Fund, divided by

(ii) the Designated Fund’s Net Asset Value per share as of the date such amount is so credited.

(b) As of the last day of each calendar year, by written election delivered to the Administrator not less than 15 days prior to the end of such year, each Participant may direct that the Designated Funds in which his or her Account is deemed invested be changed. Any election to change such investment direction shall indicate the dollar amount or percentage of the balance in such Account (determined based on the then current Net Asset Value of each Designated Fund in which the Account is deemed invested immediately prior to giving effect to such investment change) to be invested in each such Designated Fund. The number of shares of each Designated Fund to be deemed held in the Participant’s Account following such investment change shall be calculated as follows:

(i) the product of

(A) the balance in such Account and

(B) the percentage of such balance to be deemed invested in that Designated Fund divided by

(ii) the Designated Fund’s Net Asset Value per share as of the last day of such calendar year.

(c) If a Designated Fund shall pay a stock dividend on, or split, combine, reclassify or substitute other securities by merger, consolidation or otherwise for its outstanding shares, the Participant’s Account shall be adjusted as though shares of such Designated Fund were actually held by the Account in order to preserve rights substantially proportionate to the rights deemed held immediately prior to such event.

(d) On each payment date of dividends or capital gains distributions declared on shares of any Designated Fund in which a Participant’s Account is deemed invested, the Account will be credited with book adjustments representing all dividends or capital gains distributions which would have been realized had such account been invested in shares of such Designated Fund and such dividend or capital gains distribution had been received and reinvested.

(e) The value of a Plan Year Subaccount on any Valuation Date shall be the sum of (i) the number of shares of each Designated Fund deemed to be held in the Plan Year Subaccount as provided by the preceding paragraphs, multiplied by (ii) the Net Asset Value per share of such Designated Fund on the Valuation Date.

(f) On each date upon which a distribution of less than the entire balance is to be charged to a Participant’s Plan Year Subaccount, the amount of such distribution shall, unless the Participant otherwise specifies in accordance with rules established by the Administrator, be allocated among all of the Designated Funds in which the Plan Year Subaccount is deemed to be invested in proportion to the aggregate value of the number of deemed shares of each such Designated Fund, and the number of deemed shares of each such Designated Fund shall then be reduced by the portion of the distribution allocated to such Designated Fund divided by the Net Asset Value per share of such Designated Fund on the date on which the distribution is charged.

(g) Unless and until each Board otherwise determines, the Eligible Funds shall include only one or more open-end funds managed by Nuveen. Open-end funds that cease to be managed by Nuveen shall automatically cease to be Eligible Funds, unless one of the Boards otherwise determines with respect to Participants that are members of such Board. The Boards may at any time remove any open-end fund from the list of Eligible Funds, or may add any open-end fund (whether or not managed by Nuveen), for Participants who are members of that Board. If an Eligible Fund is removed from the list of Eligible Funds for any reason then no further deferrals shall be deemed invested in such fund and, unless the Board otherwise determines, the Administrator shall give each Participant whose Account is deemed to be invested in such Eligible Fund a reasonable period to submit a new designation, and any Participant who fails to submit a new designation shall be subject to the provisions of the last sentence of Section 3.2(h) below.

(h) As of each Valuation Date, income, gain and loss equivalents (determined as if the Account were invested in the manner set forth under Section 4.2(a) above)

attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Participant’s Plan Year Subaccounts. Except as provided below, the Participant’s Plan Year Subaccounts shall receive a return in accordance with his investment designations, provided such designations conform to the provisions of this Section. If:

(i) the Participant does not furnish the Administrator with a written designation,

(ii) the written designation from the Participant is unclear, or

(iii) less than all of the Participant’s Account is covered by such written designation,

then the Participant’s Account shall receive no return until such time as the Participant shall provide the Administrator with instructions.

SECTION 5 DISTRIBUTIONS FROM ACCOUNT

5.1 Participant’s Payment Election .

(a) Simultaneously with the filing of a Deferral Election for a Plan Year pursuant to Section 3.1, a Participant shall elect on such form as the Administrator may prescribe the time and manner in which the corresponding Plan Year Account shall be distributed. Such election shall specify (i) whether each Plan Year Subaccount within the Plan Year Account is to be paid in a lump sum, in 20 substantially equal quarterly installments, or in five substantially equal annual installments, and (ii) the date on which such lump-sum payment is to be made and/or such installments are to commence. For purposes of clause (ii) of the preceding sentence a Participant may specify either (i) the time of the Participant’s Separation from Service, (ii) a specific date (irrespective of whether such date is before or after the Participant’s Separation from Service), or (iii) the earlier of the Participant’s Separation from Service or a specific date. In the event of a Participant’s Separation from Service from some but not all of the Participating Funds to which the Participant’s Plan Year Account is attributable, to the extent a Participant’s Payment Election relates to his or her Separation from Service it shall affect only the Plan Year Subaccounts attributable to the Participating Funds from which the Participant has incurred a Separation from Service.

(b) A Participant’s Payment Election shall apply only to the Plan Year Account for which it is made.

(c) Except as otherwise provided in this Section 5, the balance in a Participant’s Plan Year Account shall be paid in accordance with the Participant’s valid Payment Election made for such Plan Year Account pursuant to this Section 5.

5.2 Irrevocability . Except as otherwise provided in this Section 5, a Participant’s Payment Election shall be irrevocable.

5.3 Death Prior to Complete Distribution of Account . If a Participant dies prior to the commencement of the distribution of the amounts credited to his Account, the balance of such Account shall be distributed to his Beneficiary in a lump sum as soon as practicable after the Participant’s death. If a Participant dies after the commencement of such distributions, but prior to the complete distribution of his Account, the balance of the amounts credited to his Account shall be distributed to his Beneficiary over the remaining period during which such amounts were otherwise distributable to the Participant under Section 5.1 hereof.

5.4 Unforeseeable Emergency . In the event of a Participant’s Unforeseeable Emergency, such Participant may request an emergency withdrawal from his or her Account. Any such request shall be subject to the approval of the Administrator, which approval shall not be granted to the extent that such need may be relieved (i) through reimbursement or compensation by insurance or otherwise or (ii) by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). A Participant may withdraw all or a portion of his or her Account due to an Unforeseeable Emergency; provided, however, that the withdrawal shall not exceed the amount reasonably needed to satisfy the need created by the Unforeseeable Emergency.

5.5 Designation of Beneficiary . For the purposes of Section 5.3 hereof, the Participant’s Beneficiary shall be the person or persons so designated by the Participant in a written instrument submitted to the Administrator. Subject to rules established by the Administrator, a Participant may designate multiple or alternative Beneficiaries, and may change his Beneficiary at any time without the consent of any prior Beneficiary; provided that no change of a Beneficiary shall be effective unless and until actually received, in proper form, by the Administrator during the Participant’s life. The Administrator’s determination of the person eligible to receive the Account of a deceased Participant, if made in good faith, shall be final and binding on all parties. If a Participant fails to properly designate a Beneficiary or if his Beneficiary predeceases him, his Beneficiary shall be his estate.

5.6 Domestic Relations Orders . If any judgment, decree or order (including approval of a property settlement agreement) which (i) relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant, and (ii) is made pursuant to a state or foreign domestic relations law (including a community property law) directs assignment of a portion of a Participant’s Account to a spouse, former spouse, child, or other dependent of a Participant, such amount may be paid in a lump-sum cash payment at the request of the person to whom assignment is directed to be made as soon as administratively possible after the Administrator’s receipt of the signed order, as long as the order (or a written direction to the Administrator of how to interpret the order, signed by the Participant and the person to whom the order directs assignment) clearly specifies the amount of the Account assigned and the timing of payment to the person to whom the assignment is made.

5.7 Compliance With Conflicts of Interest Laws . Notwithstanding any provision herein to the contrary, payment of a Participant’s Account shall be accelerated to the extent (and only to the extent) reasonably necessary to avoid the violation of an applicable Federal, state, or local conflicts of interest law.

SECTION 6 AMENDMENTS AND TERMINATION

6.1 Amendments . The Boards reserve the right to amend, in whole or in part, and in any manner, any or all of the provisions of this Plan by action of the Boards, except that no amendment shall reduce the balance in any Participant’s Account, or (unless necessary to comply with the 1940 Act or other applicable law) significantly delay the time at which such balance is payable without the consent of the Participant affected.

6.2 Termination . Each Board may terminate this Plan at any time by action of the Board. If one Board elects to terminate the Plan with respect to the Participants who are members of such Board, the Plan shall remain in effect with respect to Participants who are members of one or more other Boards. Upon termination, payment of each Participant’s then current Account value shall be made in such manner as the Administrator shall determine consistent with the requirements of Section 409A.

SECTION 7 MISCELLANEOUS

7.1 Rights of Creditors .

(a) This Plan is unfunded. With respect to the payment of amounts credited to a Participant’s Account, the Participant and his Beneficiaries have the status of unsecured creditors of the Participating Fund to which such Account relates. The Plan shall not be construed as conferring on a Participant any right, title, interest, or claim in or to any specific asset, reserve, account, or property or any kind possessed by the Participating Funds. To the extent that a Participant or any other person acquires a right to receive payments from the Participating Funds, such right shall be no greater than the right of an unsecured general creditor.

(b) This Plan is executed on behalf of each Participating Fund by an officer of that Participating Fund as such and not individually. Any obligation of a Participating Fund hereunder shall be an unsecured obligation of that Participating Fund and not of any other person.

7.2 Agents . Each Participating Fund may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as it deems necessary to perform its duties under this Plan. Each Participating Fund shall bear the cost of such services and all other expenses it incurs in connection with the administration of this Plan.

7.3 Incapacity . If the Administrator shall receive evidence satisfactory to it that a Participant or any Beneficiary entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Participant or Beneficiary and that no guardian, committee or other representative of the estate of the Participant or Beneficiary shall have been duly appointed, a Participating Fund may make payment of such benefit otherwise payable to the Participant or Beneficiary to such other person or institution, including a custodian under a Uniform Transfers to Minors Act or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

7.4 Statement of Account . The Administrator will furnish each Participant with a statement setting forth the value of such Participant’s Plan Year Accounts as of the end of each calendar year and all credits to and payments from such Plan Year Accounts during such year. Such statements will be furnished no later than 60 days after the end of each calendar year.

7.5 Governing Law . This Plan shall be governed by the laws of the State of Illinois.

7.6 Non-Guarantee of Status . Nothing contained in this Plan shall be construed as a contract or guarantee of the right of a Participant to be, or remain as, a director or a trustee of a fund, or to receive any, or any particular rate of, Compensation.

7.7 Counsel . Each Board may consult with legal counsel with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and it shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of legal counsel.

7.8 Interests Not Transferable . A Participant’s and Beneficiaries’ interests in the Account may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall be deemed null and void; no Participating Fund shall recognize the rights of any party under this Plan except those of the Participant or his Beneficiary; provided that this Section 7.8 shall not preclude a Participating Fund from offsetting any amount payable to a Participant hereunder by any amount owed by such Participant to that Participating Fund or to Nuveen.

7.9 Entire Agreement . This Plan contains the entire understanding between each Participating Fund and the Participants with respect to the payment of non-qualified deferred compensation by a Participating Fund to the Participants.

7.10 Powers of Administrator . In addition to other powers specifically set forth herein, the Administrator shall have all power and authority necessary or convenient for the administration of this Plan, including without limitation the authority to:

(a) construe and interpret the Plan, and resolve any inconsistency or ambiguity with respect to any of its terms;

(b) decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(c) prescribe rules and procedures to be followed by Participants or Beneficiaries in making any election or taking any action provided for herein, which rules and procedures may alter any provision of the Plan that is administrative or ministerial in nature without the necessity for an amendment;

(d) allocate Accounts among the Eligible Funds;

(e) maintain all the necessary records for the administration of the Plan;

(f) delegate any of it duties or powers under the Plan to any other person acting under its supervision; and

(g) do all other acts which the Administrator deems necessary or proper to accomplish and implement its responsibilities under the Plan.

Any rule or procedure adopted by the Administrator, or any decision, ruling or determination made by the Administrator, in good faith shall be final, binding and conclusive on all Participating Funds, Participants, Beneficiaries and all persons claiming through them. The authority of the Administrator may be exercised by such person as the Chief Executive Officer of the Administrator may designate or, in the absence of a specific designation, by those officers and employees of the Administrator whose normal duties include payment of compensation to independent directors and trustees.

7.11 Participant Litigation . In any action or proceeding regarding the Participants or their Beneficiaries or any other persons having or claiming to have an interest in this Plan shall not be necessary parties and shall not be entitled to any notice or process. Any final judgment which is not appealed or appealable and may be entered in any such action or proceeding shall be binding and conclusive on the parties hereto and all persons having or claiming to have any interest in this Plan. To the extent permitted by law, if a legal action is begun against either Board, any Participating Fund, the Administrator, or any of their respective officers, directors, trustees, employees or agents (an “indemnified party”), by or on behalf of any person and such action results adversely to such person or if a legal action arises because of conflicting claims to a Participant’s or other person’s benefits, the costs to the indemnified party of defending the action will be charged to the amounts, if any, which were involved in the action or were payable to the Participant or other person concerned. To the extent permitted by applicable law, acceptance of participation in this Plan shall constitute a release of each of the indemnified parties from any and all liability and obligation not involving willful misconduct or gross neglect.

7.12 Successors and Assigns . This Plan shall be binding upon, and shall inure to the benefit of, the Participating Funds and their successors and assigns and to the Participants and their heirs, executors, administrators and personal representatives.

7.13 Severability . In the event any one or more provisions of this Plan are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.

7.14 Section 409A . This Plan is intended to comply with Section 409A, and shall be administered and interpreted in accordance with such intent. If the Boards (or the Administrator, to the extent the Boards delegate such authority to the Administrator) determine that any provision of the Plan is or might be inconsistent with the requirements of Section 409A, they shall attempt in good faith to make such changes to the Plan as may be necessary or appropriate to avoiding a Participant’s becoming subject to adverse tax consequences under Code Section 409A.

IN WITNESS WHEREOF, each Participating Fund listed on Appendix A has caused this amended and restated Plan to be executed by one of its duly authorized officers, this day of , 2008.


By:
Name:
Title:

Witness

EXHIBIT A

NUVEEN OPEN-END AND CLOSED-END FUNDS

DEFERRED COMPENSATION PLAN FOR INDEPENDENT

DIRECTORS AND TRUSTEES

Participating funds 1 : Funds from which director compensation can be deferred 2 : AUM ³ $270MM 3 : funds do not lose Participating status from a subsequent loss of assets 4 : list updated each quarter, with new funds that have surpassed the $270MM threshold

Current List of Participating Funds

Nuveen All-American Municipal Bond Fund

Nuveen Conservative Allocation Fund

Nuveen Moderate Allocation Fund

Nuveen California Dividend Advantage Municipal Fund

Nuveen California Dividend Advantage Municipal Fund 2

Nuveen California Dividend Advantage Municipal Fund 3

Nuveen California Insured Municipal Bond Fund

Nuveen California Investment Quality Municipal Fund

Nuveen California Municipal Bond Fund

Nuveen California Municipal Value Fund

Nuveen California Performance Plus Municipal Fund

Nuveen California Quality Income Municipal Fund

Nuveen California Select Quality Municipal Fund

Nuveen Connecticut Municipal Bond Fund

Nuveen Core Equity Alpha 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 Equity Premium Advantage Fund

Nuveen Equity Premium and Growth Fund

Nuveen Equity Premium Income Fund

Nuveen Equity Premium Opportunity Fund

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

Nuveen Florida Investment Quality Municipal Fund

Nuveen Florida Preference Municipal Bond Fund

Nuveen Florida Quality Income Municipal Fund

Nuveen Global Value Opportunities Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Insured California Dividend Advantage Fund

Nuveen Insured California Premium Income Fund 2

Nuveen Insured California Select Tax-Free Income Portfolio

Nuveen Insured Dividend Advantage Fund

Nuveen Insured Florida Premium Income Municipal Fund

Nuveen Insured Municipal Bond Fund

Nuveen Insured Municipal Opportunity Fund

Nuveen Insured New York Select Tax-Free Income Portfolio

Nuveen Insured Premium Income Municipal Fund 2

Nuveen Insured Quality Municipal Fund

Nuveen Insured Tax-Free Advantage Municipal Fund

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Investment Quality Municipal Fund

Nuveen Kentucky Municipal Bond Fund

Nuveen Large-Cap Value Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen Michigan Municipal Bond Fund

Nuveen Michigan Quality Income Municipal Bond Fund

Nuveen Missouri Municipal Bond Fund

Nuveen Multi-Currency Short-Term Government Income Fund

Nuveen Municipal Advantage Fund, Inc.

Nuveen Municipal High Income Opportunity Fund

Nuveen Municipal Market Opportunity Fund

Nuveen Municipal Value Fund

Exhibit A - Page 1

Nuveen New Jersey Investment Quality Municipal Fund

Nuveen New Jersey Premium Income Municipal Fund

Nuveen New York Insured Municipal Bond Fund

Nuveen New York Investment Quality Municipal Fund

Nuveen New York Municipal Bond Fund

Nuveen New York Municipal Value Fund 2

Nuveen New York Performance Plus Municipal Fund

Nuveen New York Quality Income Municipal Fund

Nuveen New York Select Quality Municipal Fund

Nuveen North Carolina Municipal Bond Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen Ohio Municipal Bond Fund

Nuveen Pennsylvania Investment Quality Municipal Fund

Nuveen Pennsylvania Premium Income Fund 2

Nuveen Performance Plus Municipal Fund

Nuveen Preferred and Convertible Income Fund

Nuveen Preferred and Convertible Income Fund 2

Nuveen Premier Insured Municipal Income Fund

Nuveen Premier Municipal Income Fund

Nuveen Premium Income Municipal Fund 2

Nuveen Premium Income Municipal Fund 4

Nuveen Premium Income Municipal Fund

Nuveen Quality Income Municipal Fund

Nuveen Quality Preferred Income

Nuveen Quality Preferred Income 2

Nuveen Quality Preferred Income 3

Nuveen Real Estate Income Fund

Nuveen Rittenhouse Growth Fund

Nuveen Select Quality 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 Tax-Advantaged Dividend Growth Fund

Nuveen Tax-Advantaged Floating Rate Fund

Nuveen Tax-Advantaged Total Return Strategy Fund

Nuveen Tradewinds Global All-Cap Fund

Nuveen Tradewinds International Value Fund

Nuveen Tradewinds Value Opportunities Fund

Nuveen Tennessee Municipal Bond Fund

Nuveen Virginia Municipal Bond Fund

Exhibit A - Page 2

Exhibit j.1

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

A MENDED A ND R ESTATED M ASTER C USTODIAN A GREEMENT

This Agreement between those N UVEEN I NVESTMENT C OMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a “ Fund ” and collectively as the “ Funds ”) listed on Appendix A hereto (hereinafter “Appendix A” as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and S TATE S TREET B ANK and T RUST C OMPANY , a Massachusetts trust company (the “ Custodian ”).

W ITNESSETH :

W HEREAS , the Funds and the Custodian have entered into a Master Custodian Agreement, dated as of April 19, 2002 (as amended and in effect, the “Master Custodian Agreement”);

W HEREAS , the Funds and the Custodian desire to replace such existing Master Custodian Agreement with this Amended and Restated Master Custodian Agreement;

W HEREAS , the Funds are registered under the Investment Company Act of 1940 and each Fund has appointed the Bank to act as its Custodian;

W HEREAS , the Funds may be authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

W HEREAS , each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A (each such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 20 herein, be referred to as a “ Portfolio ” and collectively as the “ Portfolios ”).

N OW T HEREFORE , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

S ECTION 1. E MPLOYMENT OF C USTODIAN AND P ROPERTY TO BE H ELD BY I T

Each Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held in places within the United States (“ domestic securities ”) and securities it desires to be held outside the United States (“ foreign securities ”). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, cash, or other assets of such Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by it from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of each Fund representing interests in its Portfolios (“ Shares ”) as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Fund and not delivered to the Custodian.

Upon receipt of “ Proper Instructions ” (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Directors or the Board of Trustees of the applicable Fund on behalf of the applicable Portfolio (as appropriate, and in each case, the “ Board ”). The Custodian may employ as sub-custodian for each Fund’s foreign securities on behalf of the applicable Portfolio, the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.

S ECTION 2. D UTIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY OF THE F UND H ELD B Y THE C USTODIAN IN THE U NITED S TATES

S ECTION 2.1 H OLDING S ECURITIES . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “ U.S. Securities System ”).

S ECTION 2.2 D ELIVERY OF S ECURITIES . The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by a Portfolio;

In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

To the depository agent in connection with tender or other similar offers for securities of a Portfolio;

To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.6 or into the name or

nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10)

For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral;

11)

For delivery in connection with any loans of securities made by the Fund on behalf of one or more Portfolios to a third party lending agent, or the lending agent’s custodian, in accordance with Proper Instructions (which may not provide for receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian on behalf of a Portfolio;

12)

For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;

13)

For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “ Exchange Act ”) and a member of The National Association of Securities Dealers, Inc. (“ NASD ”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund;

14)

For delivery in accordance with the provisions of any agreement among a Fund on behalf of a Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (“ CFTC ”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund;

15)

Upon receipt of instructions from the transfer agent for the Fund (the “ Transfer Agent ”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “ Prospectus ”), in satisfaction of requests by holders of Shares for repurchase or redemption;

16)

For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of a Portfolio; and

17)

For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made.

S ECTION 2.3 R EGISTRATION OF S ECURITIES . Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the applicable Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to a Portfolio, unless a Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment advisor as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

S ECTION 2.4 B ANK A CCOUNTS . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the “ 1940 Act ”). Monies held by the Custodian for a Portfolio may be deposited by

it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided , however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the monies to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such monies shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

S ECTION 2.5 C OLLECTION OF I NCOME . Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio’s custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

S ECTION 2.6 P AYMENT OF F UND M ONIES . Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of repurchase agreements entered into between the Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

For the redemption or repurchase of Shares issued as set forth in Section 6 hereof;

For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund;

For payment of the amount of dividends received with respect to securities sold short;

For payment of initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of a Portfolio;

For delivery to one or more co-custodians (each, a “ Repo Custodian ” ) appointed by the Fund on behalf of a Portfolio and communicated to the Custodian by Proper Instructions, including Schedule D (as may be amended from time to time) attached to this Agreement, duly executed by two authorized officers of the Fund, for the purpose of engaging in repurchase agreement transactions, which delivery may be made without contemporaneous receipt by the Custodian of assets in exchange therefor, and upon which delivery to such Repo Custodian in accordance with Proper Instructions from the Fund on behalf of a Portfolio, the Custodian shall have no further responsibility or obligation to the Fund as a custodian for the Fund on behalf of a Portfolio with respect to the assets so delivered (each such delivery, a “ Free Trade ”), provided that, in preparing reports of monies received or paid out of the Portfolio or of assets comprising the Portfolio, the Custodian shall be entitled to rely upon information received from time to time from the Repo Custodian and shall not be responsible for the accuracy or completeness of such information included in the Custodian’s reports until such assets are received by the Custodian; and

For any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

S ECTION 2.7 A PPOINTMENT OF A GENTS . The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided , however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

S ECTION 2.8 D EPOSIT OF F UND A SSETS IN U.S. S ECURITIES S YSTEMS . The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 of the 1940 Act, as amended from time to time.

S ECTION 2.9 S EGREGATED A CCOUNT . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of a Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating U.S. cash, U.S. Government securities, or other U.S. securities in connection with swaps or other transactions by a Portfolio related to an ISDA Master Agreement; (iii) for purposes of segregating U.S. cash or U.S. Government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iv) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “ SEC ”), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (v) for any other purpose upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio.

S ECTION 2.10 O WNERSHIP C ERTIFICATES FOR T AX P URPOSES . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

S ECTION 2.11 P ROXIES . The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.

S ECTION 2.12 C OMMUNICATIONS R ELATING TO F UND S ECURITIES . Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts

purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

S ECTION 3. P ROVISIONS R ELATING TO R ULES 17 F -5 AND 17 F -7

S ECTION 3.1. D EFINITIONS . As used throughout this Agreement, the following capitalized terms shall have the indicated meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

S ECTION 3.2. T HE C USTODIAN AS F OREIGN C USTODY M ANAGER .

3.2.1 D ELEGATION TO THE C USTODIAN AS F OREIGN C USTODY M ANAGER . The Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 C OUNTRIES C OVERED . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board, on behalf of the Portfolios, responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Agreement. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the

Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

3.2.3 S COPE OF D ELEGATED R ESPONSIBILITIES :

(a) S ELECTION OF E LIGIBLE F OREIGN C USTODIANS . Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) C ONTRACTS W ITH E LIGIBLE F OREIGN C USTODIANS . The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) M ONITORING . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 G UIDELINES FOR THE E XERCISE OF D ELEGATED A UTHORITY . For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 R EPORTING R EQUIREMENTS . The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Fund described in this Section 3.2 after the occurrence of the material change.

3.2.6 S TANDARD OF C ARE AS F OREIGN C USTODY M ANAGER OF A P ORTFOLIO . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 R EPRESENTATIONS WITH R ESPECT TO R ULE 17 F -5 . The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 E FFECTIVE D ATE AND T ERMINATION OF THE C USTODIAN AS F OREIGN C USTODY M ANAGER . The Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

S ECTION 3.3 E LIGIBLE S ECURITIES D EPOSITORIES .

3.3.1 A NALYSIS AND M ONITORING . The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment advisor) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment advisor) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 S TANDARD OF C ARE . The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

S ECTION 4. D UTIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY OF THE P ORTFOLIOS H ELD O UTSIDE THE U NITED S TATES

S ECTION 4.1 D EFINITIONS . As used throughout this Agreement, the following capitalized terms shall have the indicated meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

S ECTION 4.2. H OLDING S ECURITIES . The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

S ECTION 4.3. F OREIGN S ECURITIES S YSTEMS . Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

S ECTION 4.4. T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .

4.4.1. D ELIVERY OF F OREIGN S ECURITIES . The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)

upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii)

in connection with any repurchase agreement related to foreign securities;

(iii)

to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv)

to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v)

to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi)

to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

(vii)

for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii)

in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix)

for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x)

in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi)

in connection with the lending of foreign securities; and

(xii)

for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2. P AYMENT OF P ORTFOLIO M ONIES . Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of the applicable Portfolio in the following cases only:

(i)

upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii)

in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii)

for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv)

for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v)

for delivery to one or more co-custodians (each, a “ Repo Custodian ”) appointed by the Fund on behalf of a Portfolio and communicated to the Custodian by Proper Instructions, including Schedule D (as may be amended from time to time) attached to this Agreement, duly executed by two authorized officers of the Fund, for the purpose of engaging in repurchase agreement transactions, which delivery may be made without contemporaneous receipt by the Custodian of assets in exchange therefor, and upon which delivery to such Repo Custodian in accordance with Proper Instructions from the Fund on behalf of a Portfolio, the Custodian shall have no further responsibility or obligation to the Fund as a custodian for the Fund on behalf of a Portfolio with respect to the assets so delivered (each such delivery, a “ Free Trade ”), provided that, in preparing reports of monies received or paid out of the Portfolio or of assets comprising the Portfolio, the Custodian shall be entitled to rely upon information received from time to time from the Repo Custodian and shall not be responsible for the accuracy or completeness of such information included in the Custodian’s reports until such assets are received by the Custodian;

(vi)

in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vii)

for payment of part or all of the dividends received with respect to securities sold short;

(viii)

in connection with the borrowing or lending of foreign securities; and

(ix)

for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. M ARKET C ONDITIONS . Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolio and delivery of Foreign Assets maintained for the account of the Portfolio may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

S ECTION 4.5. R EGISTRATION OF F OREIGN S ECURITIES . The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

S ECTION 4.6 B ANK A CCOUNTS . The Custodian shall identify on its books as belonging to the Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this

Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

S ECTION 4.7. C OLLECTION OF I NCOME . The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolio shall be entitled and shall credit such income, as collected, to the Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

S ECTION 4.8 S HAREHOLDER R IGHTS . With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

S ECTION 4.9. C OMMUNICATIONS R ELATING TO F OREIGN S ECURITIES . The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

S ECTION 4.10. L IABILITY OF F OREIGN S UB - CUSTODIANS . Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund has not been made whole for any such loss, damage, cost, expense, liability or claim.

S ECTION 4.11 T AX L AW . The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on a Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the applicable Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

S ECTION 4.12. L IABILITY OF C USTODIAN . The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

S ECTION 5. L OAN S ERVICING P ROVISIONS

S ECTION 5.1 G ENERAL . The following provisions shall apply with respect to investments, property or assets in the nature of loans, or interests or participations in loans, including without limitation interests in syndicated bank loans and bank loan participations, whether in the U.S. or outside the U.S. (collectively, “ Loans ”) entered into by the Fund on behalf of one or more of its Portfolios (referred to in this Section 5 as the “Fund”).

S ECTION 5.2 S AFEKEEPING . Instruments, certificates, agreements and/or other documents which the Custodian may receive with respect to Loans, if any (collectively “ Financing Documents ”), from time to time, shall be held by the Custodian at its offices in Boston, Massachusetts.

S ECTION 5.3 D UTIES OF THE C USTODIAN . The Custodian shall accept such Financing Documents, if any, with respect to Loans as may be delivered to it from time to time by the Fund. The Custodian shall be under no obligation to examine the contents or determine the sufficiency of any such Financing Documents or to provide any certification with respect thereto, whether received by the Custodian as original documents, photocopies, by facsimile or otherwise. Without limiting the foregoing, the Custodian is under no duty to examine any such Financing Documents to determine whether necessary steps have been taken or requirements met with respect to the assignment or transfer of the related Loan or applicable interest or participation in such Loan. The Custodian shall be entitled to assume the genuineness, sufficiency and completeness of any Financing Documents received, and the genuineness and due authority of any signature appearing on such documents. Notwithstanding any term of this Agreement to the contrary, with respect to any Loans, (i) the Custodian shall be under no obligation to determine, and shall have no liability for, the sufficiency of, or to require delivery of, any instrument, document or agreement

constituting, evidencing or representing such Loan, other than to receive such Financing Documents, if any, as may be delivered or caused to be delivered to it by the Fund (or its investment manager acting on its behalf), (ii) without limiting the generality of the foregoing, delivery of any such Loan (including without limitation, for purposes of Section 2.6 above) may be made to the Custodian by, and may be represented solely by, delivery to the Custodian of a facsimile or photocopy of an assignment agreement (an “ Assignment Agreement ”) or a confirmation or certification from the Fund (or the investment manager) to the effect that it has acquired such Loan and/or has received or will receive, and will deliver to the Custodian, appropriate Financing Documents constituting, evidencing or representing such Loan (such confirmation or certification, together with any Assignment Agreement, collectively, an “ Assignment Agreement or Confirmation ”), in any case without delivery of any promissory note, participation certificate or similar instrument (collectively, an “ Instrument ”), (iii) if an original Instrument shall be or shall become available with respect to any such Loan, it shall be the sole responsibility of the Fund (or the investment manager acting on its behalf) to make or cause delivery thereof to the Custodian, and the Custodian shall be under no obligation at any time or times to determine whether any such original Instrument has been issued or made available with respect to such Loan, and shall not be under any obligation to compel compliance by the Fund to make or cause delivery of such Instrument to the Custodian, and (iv) any reference to Financing Documents appearing in this Section 5 shall be deemed to include, without limitation, any such Instrument and/or Assignment Agreement or Confirmation.

If payments with respect to a Loan (“ Loan Payment ”) are not received by the Custodian on the date on which they are due, as reflected in the Payment Schedule (as such term is defined in Section 5.4 below) of the Loan (“ Payment Date ”), or in the case of interest payments, not received either on a scheduled interest payable date, as reported to the Custodian by the Fund (or the investment manager acting on its behalf) for the Loan (the “ Interest Payable Date ”), or in the amount of their accrued interest payable, the Custodian shall promptly, but in no event later than one business day after the Payment Date or the Interest Payable Date, give telephonic notice to the party obligated under the Financing Documents to make such Loan Payment (the “ Obligor ”) of its failure to make timely payment, and (2) if such payment is not received within three business days of its due date, shall notify the Fund (or the investment manager on its behalf) of such Obligor’s failure to make the Loan Payment. The Custodian shall have no responsibility with respect to the collection of Loan Payments which are past due, other than the duty to notify the Obligor and the Fund (or the investment manager acting on its behalf) as provided herein.

The Custodian shall have no responsibilities or duties whatsoever under this Agreement, with respect to Loans or the Financing Documents, except for such responsibilities as are expressly set forth herein. Without limiting the generality of the foregoing, the Custodian shall have no obligation to preserve any rights against prior parties or to exercise any right or perform any obligation in connection with the Loans or any Financing Documents (including, without limitation, no obligation to take any action in respect of or upon receipt of any consent solicitation, notice of default or similar notice received from any bank agent or Obligor, except that the Custodian shall undertake reasonable efforts to forward any such notice to the Fund or the investment manager acting on its behalf). In case any question arises as to its duties hereunder, the Custodian may request instructions from the Fund and shall be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund or the investment manager and the Custodian shall in all events have no liability, risk or cost for any action taken, with respect to a Loan, pursuant to and in compliance with the Proper Instructions of such parties.

The Custodian shall be only responsible and accountable for Loan Payments actually received by it and identified as for the account of the Fund; any and all credits and payments credited to the Fund, with respect to Loans, shall be conditional upon clearance and actual receipt by the Custodian of final payment thereon.

The Custodian shall promptly, upon the Fund’s request, release to the Fund’s investment manager or to any party as the Fund or the Fund’s investment manager may specify, any Financing Documents being held on behalf of the Fund. Without limiting the foregoing, the Custodian shall not be deemed to have or be charged with knowledge of the sale of any Loan, unless and except to the extent it shall have received written notice and instruction from the Fund (or the investment manager acting on its behalf) with respect thereto, and except to the extent it shall have received the sale proceeds thereof.

In no event shall the Custodian be under any obligation or liability to make any advance of its own funds with respect to any Loan.

S ECTION 5.4 R ESPONSIBILITY OF THE F UND . With respect to each Loan held by the Custodian hereunder in accordance with the provisions hereof, the Fund shall (a) cause the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with such Financing Documents an amortization schedule of payments (the “ Payment Schedule ”) identifying the amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related payment amount information, and such other information with respect to the related Loan and Financing Documents as the Custodian reasonably may require in order to perform its services hereunder (collectively, “ Loan Information ”), in such form and format as the Custodian reasonably may require; (c) take, or cause the investment manager to take, all actions necessary to acquire good title to such Loan (or the participation in such Loan, as the case may be), as and to the extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment purposes under the Financing Documents or otherwise provide for the direct payment of the Payments to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it by the Fund (or the investment manager acting on its behalf) without any obligation on the part of the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness thereof; and the Custodian shall have no liability for any delay or failure on the part of the Fund in providing necessary Loan Information to the Custodian, or for any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian shall be entitled to rely on any information and notices it may receive from time to time from the related bank agent, Obligor or similar party with respect to the related Loan, and shall be entitled to update its records on the basis of such information or notices received, without any obligation on its part independently to verify, investigate or recalculate such information.

S ECTION 5.5 I NSTRUCTIONS ; A UTHORITY TO A CT . The certificate of the Secretary or an Assistant Secretary of the Fund’s Board of Directors, identifying certain individuals to be officers of the Fund or employees of the Fund’s investment manager authorized to sign any such instructions, may be received and accepted as conclusive evidence of the incumbency and authority of such to act and may be considered by the Custodian to be in full force and effect until it receives written notice to the contrary from the Secretary or Assistant Secretary of the Fund’s Board. Notwithstanding any other provision of this Agreement, the Custodian shall have no responsibility to ensure that any investment by the Fund with respect to Loans has been authorized.

S ECTION 5.6 A TTACHMENT . In case any portion of the Loans or the Financing Documents shall be attached or levied upon pursuant to an order of court, or the delivery or disbursement thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decrees shall be made or entered by any court affecting the property of the Fund or any act of the Custodian relating thereto, the Custodian is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued, without the necessity of inquire whether such court had jurisdiction, and, in case the Custodian obeys or complied with any such order, judgment or decree, it shall not be liable to anyone by reason of such compliance.

S ECTION 6. P AYMENTS FOR S ALES OR R EPURCHASES OR R EDEMPTIONS OF S HARES

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

S ECTION 7. P ROPER I NSTRUCTIONS

Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions

received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 of this Agreement. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

S ECTION 8. A CTIONS P ERMITTED WITHOUT E XPRESS A UTHORITY

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;

surrender securities in temporary form for securities in definitive form;

endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board.

S ECTION 9. E VIDENCE OF A UTHORITY

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution of the Board, certified by the Secretary or an Assistant Secretary of the Fund (“ Certified Resolution ”), as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

S ECTION 10. D UTIES OF C USTODIAN WITH R ESPECT TO THE B OOKS OF A CCOUNT AND C ALCULATION OF N ET A SSET V ALUE AND N ET I NCOME

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the

Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.

The Custodian shall, upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, prepare and furnish to such Fund total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations.

S ECTION 11. R ECORDS

The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

S ECTION 12. O PINION OF F UND ’ S I NDEPENDENT A CCOUNTANT

The Custodian shall take all reasonable action, as the applicable Fund, on behalf of each applicable Portfolio, may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A, Form N2, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

S ECTION 13. R EPORTS TO F UND BY I NDEPENDENT P UBLIC A CCOUNTANTS

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System, relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

S ECTION 14. C OMPENSATION OF C USTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

S ECTION 15. R ESPONSIBILITY OF C USTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a securities system (including both U.S. Securities Systems and Foreign Securities Systems); (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect, special or consequential damages.

S ECTION 16. E FFECTIVE P ERIOD , T ERMINATION AND A MENDMENT

This Agreement shall become effective for any particular Fund on the date indicated on Appendix A, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided , however, that no Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund’s Declaration of Trust, Articles of Incorporation or other governing documents, as applicable, and further provided, that each Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Agreement with respect to any particular Portfolio, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

S ECTION 17. S UCCESSOR C USTODIAN

If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

S ECTION 18. I NTERPRETIVE AND A DDITIONAL P ROVISIONS

In connection with the operation of this Agreement, the Custodian and each Fund on behalf of the Portfolios may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund’s Declaration of Trust, Articles of Incorporation or other governing documents, as applicable. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

S ECTION 19. A DDITIONAL F UNDS

In the event that any entity in addition to those Funds listed on Appendix A attached hereto desires to have the Custodian render services as custodian under the terms hereof and if the Custodian wishes to provide such services, then the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall become a Fund hereunder and be bound by all terms, conditions and provisions hereof.

S ECTION 20. A DDITIONAL P ORTFOLIOS

In the event that any Fund establishes one or more series of Shares in addition to the Portfolios listed on Appendix A attached hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof and if the Custodian wishes to provide such services, then the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall become a Portfolio hereunder.

S ECTION 21. M ASSACHUSETTS L AW TO A PPLY

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

S ECTION 22. P RIOR A GREEMENTS

This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of each Portfolio’s assets.

S ECTION 23. N OTICES .

Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.


To any Fund:		N UVEEN
		333 West Wacker Drive
		Chicago, Illinois 60606
		Attention: Stephen Foy, Vice President
		Telephone: (312) 917-7956
		Facsimile: (312) 917-7725


To the Custodian:		S TATE S TREET B ANK AND T RUST C OMPANY
		One Federal Street BO2/2
		Boston, Massachusetts 02101
		Attention: Louis D. Abruzzi, Jr.
		Telephone: 617-662-0300
		Facsimile: 617- 662-0291

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

S ECTION 24. R EPRODUCTION OF D OCUMENTS

This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

S ECTION 25. R EMOTE A CCESS S ERVICES A DDENDUM

The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum attached hereto.

S ECTION 26. S HAREHOLDER C OMMUNICATIONS E LECTION

SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s

protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.


YES	¨	The Custodian is authorized to release the Fund’s name, address, and share positions.

NO	x	The Custodian is not authorized to release the Fund’s name, address, and share positions.

S ECTION 27. L IMITATION OF L IABILITY

To the extent that a Fund’s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, this Agreement is executed on behalf of such Fund by the Fund’s officers as officers and not individually. The obligations imposed upon the applicable Fund by this Agreement are not binding upon any of such Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed effective as of February 25, 2005.


E ACH OF THE N UVEEN F UNDS L ISTED ON A PPENDIX A:		F UND SIGNATURE ATTESTED TO B Y :

By:	/s/ Stephen Foy	By:	/s/ Jessica R. Droeger
Name:	Stephen Foy	Name:	Jessica R. Droeger
Title:	Vice President	Title:	Secretary

S TATE S TREET B ANK AND T RUST C OMPANY		S IGNATURE A TTESTED TO B Y :

By:	/s/ Joseph L. Hooley	By:	/s/ Jean S. Carr
Name:	Joseph L. Hooley	Name:	Jean S. Carr
Title:	Executive Vice President	Title:	Counsel

Exhibit j.2

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Nuveen Arizona Dividend Advantage Municipal Fund

Nuveen Arizona Dividend Advantage Municipal Fund 2

Nuveen Arizona Dividend Advantage Municipal Fund 3

Nuveen Arizona Premium Income Municipal Fund, Inc.

Nuveen Build America Bond Fund

Nuveen Build America Bond Opportunity Fund

Nuveen California Dividend Advantage Municipal Fund

Nuveen California Dividend Advantage Municipal Fund 2

Nuveen California Dividend Advantage Municipal Fund 3

Nuveen California Investment Quality Municipal Fund, Inc.

Nuveen California Municipal Market Opportunity Fund, Inc.

Nuveen California Municipal Value Fund 2

Nuveen California Municipal Value Fund, Inc.

Nuveen California Performance Plus Municipal Fund, Inc.

Nuveen California Premium Income Municipal Fund

Nuveen California Quality Income Municipal Fund, Inc.

Nuveen California Select Quality Municipal Fund, Inc.

Nuveen California Select Tax-Free Income Portfolio

Nuveen Connecticut Dividend Advantage Municipal Fund

Nuveen Connecticut Dividend Advantage Municipal Fund 2

Nuveen Connecticut Dividend Advantage Municipal Fund 3

Nuveen Connecticut Premium Income Municipal Fund

Nuveen Core Equity Alpha 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 Energy MLP Total Return Fund

Nuveen Enhanced Municipal Value Fund

Nuveen Equity Premium Advantage Fund

Nuveen Equity Premium and Growth Fund

Nuveen Equity Premium Income Fund

Nuveen Equity Premium Opportunity Fund

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

Nuveen Georgia Dividend Advantage Municipal Fund

Nuveen Georgia Dividend Advantage Municipal Fund 2

Nuveen Georgia Premium Income Municipal Fund

Nuveen Global Government Enhanced Income Fund

Nuveen Global Value Opportunities Fund

Nuveen Insured California Dividend Advantage Municipal Fund

Nuveen Insured California Premium Income Municipal Fund 2, Inc.

Nuveen Insured California Premium Income Municipal Fund, Inc.

Nuveen Insured California Tax-Free Advantage Municipal Fund

Nuveen Dividend Advantage Municipal Income Fund (f/k/a Nuveen Insured Dividend Advantage Municipal Fund)

Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund

Nuveen Municipal Opportunity Fund, Inc. ( f/k/a Nuveen Insured Municipal Opportunity Fund, Inc.)

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

Nuveen New York Dividend Advantage Municipal Income Fund ( f/k/a Nuveen Insured New York Dividend Advantage Municipal Fund)

Nuveen New York Premium Income Municipal Fund, Inc. ( f/k/a Nuveen Insured New York Premium Income Municipal Fund, Inc.)

Nuveen New York AMT-Free Municipal Income Fund ( f/k/a Nuveen Insured New York Tax-Free Advantage Municipal Fund)

Nuveen Premium Income Municipal Opportunity Fund ( f/k/a Nuveen Insured Premium Income Municipal Fund)

Nuveen Quality Municipal Fund, Inc. ( f/k/a Nuveen Insured Quality Municipal Fund, Inc.)

Nuveen AMT-Free Municipal Income Fund. ( f/k/a Nuveen Insured Tax-Free Advantage Municipal Fund)

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Maryland Dividend Advantage Municipal Fund

Nuveen Maryland Dividend Advantage Municipal Fund 2

Nuveen Maryland Dividend Advantage Municipal Fund 3

Nuveen Maryland Premium Income Municipal Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Michigan Dividend Advantage Municipal Fund

Nuveen Michigan Premium Income Municipal Fund, Inc.

Nuveen Michigan Quality Income Municipal Fund, Inc.

Nuveen Missouri Premium Income Municipal Fund

Nuveen Mortgage Opportunity Term Fund

Nuveen Mortgage Opportunity Term Fund 2

Nuveen Multi-Currency Short-Term Government Income Fund

Nuveen Multi-Strategy Income and Growth Fund ( f/k/a Nuveen Preferred and Convertible Income Fund)

Nuveen Multi-Strategy Income and Growth Fund 2 ( f/k/a Nuveen Preferred and Convertible Income Fund 2)

Nuveen Municipal Advantage Fund, Inc.

Nuveen Municipal High Income Opportunity Fund

Nuveen Municipal High Income Opportunity Fund 2

Nuveen Municipal Income Fund, Inc.

Nuveen Municipal Market Opportunity Fund, Inc.

Nuveen Municipal Value Fund, Inc.

Nuveen Municipal Value Fund 2

Nuveen New Jersey Dividend Advantage Municipal Fund

Nuveen New Jersey Dividend Advantage Municipal Fund 2

Nuveen New Jersey Investment Quality Municipal Fund, Inc.

Nuveen New Jersey Municipal Value Fund

Nuveen New Jersey Premium Income Municipal Fund, Inc.

Nuveen New York Dividend Advantage Municipal Fund

Nuveen New York Dividend Advantage Municipal Fund 2

Nuveen New York Investment Quality Municipal Fund, Inc.

Nuveen New York Municipal Value Fund 2

Nuveen New York Municipal Value Fund, Inc.

Nuveen New York Performance Plus Municipal Fund, Inc.

Nuveen New York Quality Income Municipal Fund, Inc.

Nuveen New York Select Quality Municipal Fund, Inc.

Nuveen New York Select Tax-Free Income Portfolio

Nuveen North Carolina Dividend Advantage Municipal Fund

Nuveen North Carolina Dividend Advantage Municipal Fund 2

Nuveen North Carolina Dividend Advantage Municipal Fund 3

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

Nuveen North Carolina Premium Income Municipal Fund

Nuveen Ohio Dividend Advantage Municipal Fund

Nuveen Ohio Dividend Advantage Municipal Fund 2

Nuveen Ohio Dividend Advantage Municipal Fund 3

Nuveen Ohio Quality Income Municipal Fund, Inc.

Nuveen Pennsylvania Dividend Advantage Municipal Fund

Nuveen Pennsylvania Dividend Advantage Municipal Fund 2

Nuveen Pennsylvania Investment Quality Municipal Fund

Nuveen Pennsylvania Municipal Value Fund

Nuveen Pennsylvania Premium Income Municipal Fund 2

Nuveen Performance Plus Municipal Fund, Inc.

Nuveen Premier Municipal Opportunity Fund, Inc. ( f/k/a Nuveen Premier Insured Municipal Income Fund, Inc.)

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 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 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 Tax-Advantaged Dividend Growth Fund

Nuveen Tax-Advantaged Floating Rate Fund

Nuveen Tax-Advantaged Total Return Strategy Fund

Nuveen Texas Quality Income Municipal Fund

Nuveen Virginia Dividend Advantage Municipal Fund

Nuveen Virginia Dividend Advantage Municipal Fund 2

Nuveen Virginia Premium Income Municipal Fund

Dow 30 ^SM Enhanced Premium & Income Fund Inc.

Dow 30 ^SM Premium & Dividend Income Fund Inc.

Global Income & Currency Fund Inc.

MLP & Strategic Equity Fund Inc.

NASDAQ Premium Income & Growth Fund Inc.

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES

NUVEEN MUNICIPAL TRUST , on behalf of:

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Municipal Bond Fund ( f/k/a Nuveen Insured Municipal Bond Fund)

Nuveen All-American Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Inflation Protected Municipal Bond Fund

NUVEEN MULTISTATE TRUST I , on behalf of:

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Municipal Bond Fund 2 ( f/k/a Nuveen Florida Preference 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 , on behalf of:

Nuveen California High Yield Municipal Bond Fund

Nuveen California Municipal Bond Fund

Nuveen California Municipal Bond Fund 2 ( f/k/a Nuveen California Insured 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 , on behalf of:

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 , on behalf of:

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

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

NUVEEN INVESTMENT TRUST , on behalf of:

Nuveen Multi-Manager Large-Cap Value Fund

Nuveen Moderate Allocation Fund

Nuveen Conservative Allocation Fund

Nuveen Global Total Return Bond Fund

Nuveen NWQ Equity Income Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen NWQ Small-Cap Value Fund

Nuveen Tradewinds Value Opportunities Fund

Nuveen NWQ Large-Cap Value Fund

Nuveen NWQ Small/Mid-Cap Value Fund

NUVEEN INVESTMENT TRUST II , on behalf of:

Nuveen Tradewinds Emerging Markets Fund

Nuveen Tradewinds Global All-Cap Fund

Nuveen Tradewinds Global All-Cap Plus Fund

Nuveen Tradewinds Global Resources Fund

Nuveen Tradewinds Global Flexible Allocation Fund

Nuveen Tradewinds International Value Fund

Nuveen Tradewinds Japan Fund

Nuveen Tradewinds Small-Cap Opportunities Fund

Nuveen Santa Barbara Dividend Growth Fund

Nuveen Santa Barbara Growth Fund

Nuveen Santa Barbara Long/Short Equity Fund ( f/k/a Nuveen Santa Barbara Growth Plus Fund)

Nuveen Santa Barbara Global Growth Fund ( f/k/a Nuveen Santa Barbara Global Equity Fund)

Nuveen Santa Barbara International Growth Fund ( f/k/a Nuveen Santa Barbara International Equity Fund)

Nuveen Symphony Mid-Cap Core Fund

Nuveen Symphony Small-Mid Cap Core Fund

Nuveen Symphony Large-Cap Value Fund

Nuveen Symphony Large-Cap Growth Fund

Nuveen Symphony International Equity Fund

Nuveen Symphony Optimized Alpha Fund

Nuveen Winslow Large-Cap Growth Fund

NUVEEN INVESTMENT TRUST III , on behalf of:

Nuveen Symphony Credit Opportunities Fund

Nuveen Symphony Floating Rate Income Fund

NUVEEN INVESTMENT TRUST V , on behalf of:

Nuveen Preferred Securities Fund

Nuveen NWQ Preferred Securities Fund

NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST , on behalf of

Municipal Total Return Managed Accounts Portfolio

Enhanced Multi-Strategy Income Managed Accounts Portfolio

APPENDIX A TO CUSTODIAN AGREEMENT

Dated as of March 9, 2012

Acknowledged and Accepted:

For the Above Fund Parties


By:		/s/ Stephen D. Foy
Name:		Stephen D. Foy
Title:		Vice President

Acknowledged:

STATE STREET BANK AND

TRUST COMPANY, as Custodian


By:		/s/ Michael F. Rogers
Name:		Michael F. Rogers
Title:		Executive Vice President

Exhibit k.1

TRANSFER AGENCY AND SERVICE AGREEMENT

Transfer Agency and Service Agreement

Among

Each of the Nuveen Closed End Investment Companies

Listed on Exhibit A Hereto

and

State Street Bank and Trust Company

TABLE OF CONTENTS


		Page
1.	Appointment of Agent		1
2.	Standard Services		2
3.	Dividend Disbursing Services		3
4.	Shareholder Internet Services		4
5.	Fees and Expenses		5
6.	Representations and Warranties of the Transfer Agent		6
7.	Representations and Warranties of Fund		7
8.	Data Access and Proprietary Information		7
9.	Indemnification		9
10.	Consequential Damages		11
11.	Responsibilities of the Transfer Agent		11
12.	Confidentiality		12
13.	Covenants of the Fund and the Transfer Agent		12
14.	Termination of Agreement		13
15.	Assignment and Third Party Beneficiaries		14
16.	Subcontractors		14
17.	Miscellaneous		15
18.	Limitation of Liability		17

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

WHEREAS , the Fund desires to appoint the Transfer Agent as sole transfer agent, registrar, administrator of dividend reinvestment plans, option plans, and direct stock purchase plans, and as dividend disbursing agent and processor of all payments received or made by Fund under this Agreement.

WHEREAS, the Transfer Agent desires to accept such appointments and perform the services related to such appointments;

WHEREAS, the Board of Directors or Board of Trustees, as the case may be, of each Fund has approved appointment of the Transfer Agent.

NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Appointment of Agent.

1.1

Appointments . The Fund hereby appoints the Transfer Agent to act as sole transfer agent and registrar for all Shares in accordance with the terms and conditions hereof and as administrator of plans and appoints the Transfer Agent as dividend disbursing agent and processor of all payments received or made by or on behalf of the Fund under this Agreement, and the Transfer Agent accepts the appointments. Fund shall provide Transfer Agent with certified copies of resolutions appointing the Transfer Agent as transfer agent.

1.2

Documents . In connection with the appointing of Transfer Agent as the transfer agent and registrar for each Fund, the Fund will provide or has previously provided each of the following documents to the Transfer Agent:

(a)

Copies (in paper, electronic or other agreed upon format) of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings;

(b)

Specimens of all forms of outstanding stock certificates, in forms approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; and

(c)

Specimens of the Signatures of the officers of the Fund authorized to sign stock certificates and individuals authorized to sign written instructions and requests.

1.3

Records . Transfer Agent may adopt as part of its records all lists of holders, records of Fund’s shares, books, documents and records which have been employed by any former agent of Fund for the maintenance of the ledgers for the Fund’s shares, provided such ledger is certified by an officer of Fund or the prior transfer agent to be true, authentic and complete.

1.4

Shares . Fund shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and in the application to or removal from any certificate of stock of any legend restricting the transfer of such Shares or the substitution for such certificate of a certificate without such legend, (ii) any authorized but unissued Shares reserved for specific purposes, (iii) any outstanding Shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation and (v) special instructions regarding dividends and information of foreign holders.

1.5

Fund’s Agent . Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of Fund.

2. Standard Services.

2.1

Transfer Agent Services . The Transfer Agent will perform the following services:

In accordance with the procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent shall:

(a)

issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account;

(b)

effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;

(c)

act as agent for Shareholders pursuant to dividend reinvestment plans, and other investment programs as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party;

(d)

issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Fund harmless, absent notice to the Fund and the Transfer Agent that such certificates have been acquired by a bona fide purchaser. The Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity. Further, the Transfer Agent may at its sole option accept indemnification from the Fund to issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond;

(e)

prepare and transmit payments for dividends and distributions declared by the Fund, provided good funds for said dividends or distributions are received by the Transfer Agent prior to the scheduled payable date for said dividends or distributions;

(f)

issue replacement checks and place stop orders on original checks based on shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and the Fund shall be responsible for all losses or claims resulting from such replacement; and

(g)

Receive all payments made to the Fund or the Transfer Agent under any dividend reinvestment plan, direct stock purchase plan, and plans and make all payments required to be made under such plans, including all payments required to be made to the Fund.

2.3

Customary Services . The Transfer Agent shall perform all the customary services of a transfer agent, agent of dividend reinvestment plan, cash purchase plan and other investment programs and of a dividend disbursing agent and a processor of payments as described above consistent with those requirements in effect as of the date of this Agreement.

2.4

Unclaimed Property and Lost Shareholders . The Transfer Agent shall report unclaimed property to each state in compliance with state law and shall comply with Section 17Ad-17 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for lost Shareholders. If the Fund is not in compliance with applicable state laws, there will be no charge for the first two years for this service for such Fund, other than a charge for due diligence notices (reflected on Schedule 5.1) provided that after the first two years, the Transfer Agent will charge such Fund its then standard fee plus any out-of-pocket expenses.

2.5

Certificates . The Fund shall deliver to Transfer Agent an appropriate supply of stock certificates, which certificates shall provide a signature panel for use by an officer of or authorized signor for Transfer Agent to sign as transfer agent and registrar, and which shall state that such certificates are only valid after being countersigned and registered.

3. Dividend Disbursing Services .

3.1

Declaration of Dividends . Upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend, the Transfer Agent shall disburse such dividend payments provided that in advance of such payment, the Fund furnishes the Transfer Agent with sufficient funds. The payment of such funds to the Transfer Agent for the purpose of being available for the payment of dividend checks from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s Shareholders whether in trust or in contract or otherwise.

3.2

Stop Payments . The Fund hereby authorizes the Transfer Agent to stop payment of checks issued in payment of dividends, but not presented for payment, when

the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and the Transfer Agent shall issue and deliver duplicate checks in replacement thereof, and the Fund shall indemnify Transfer Agent against any loss or damage resulting from reissuance of the checks.

3.3

Tax Withholding . The Transfer Agent is hereby authorized to deduct from all dividends declared by the Fund and disbursed by the Transfer Agent, as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.

3.4

Optional Services . To the extent that the Fund elects to engage the Transfer Agent to provide the services listed below the Fund shall engage the Transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

(a)

Corporate actions (including inter alia, odd lot buy backs, exchanges, mergers, redemptions, subscriptions, capital reorganization, coordination of post-merger services and special meetings).

4. Shareholder Internet Services .

4.1

Shareholder Internet Services . The Transfer Agent shall provide internet access to the Fund’s shareholders through a designated web site (“Shareholder Internet Services”), which will be accessed by the Fund’s shareholders via a link on the Fund’s web site. The Shareholder Internet Services will be provided pursuant to established procedures and will allow shareholders to view their account information and perform certain on-line transaction request capabilities. The Shareholder Internet Services shall be provided at no additional charge, other than the transaction fees currently being charged for the different transactions as described on the Fee Schedule. The Transfer Agent reserves the right to charge a fee for this service in the future.

4.2

Scope of Obligations . Transfer Agent shall at all times use reasonable care in performing Shareholder Internet Services under this Agreement. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from security procedures which Transfer Agent has implemented or omitted, Transfer Agent shall be presumed to have used reasonable care if it has followed, in all material respects, its security procedures then in effect. Transfer Agent’s security procedures for shareholder Internet access reflect current industry standards and Transfer Agent shall modify such security procedures from time to time to reflect changes in industry standards. Transfer Agent also may, but shall not be required to, modify such security procedures to the extent it believes, in good faith, that such modifications will enhance the security of Shareholder Internet Services. All data and information transmissions accessed via Shareholder Internet Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of the Fund.

4.3

No Other Warranties . EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED “AS-IS,” ON AN “AS AVAILABLE” BASIS, AND TRANSFER AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

5. Fees and Expenses

5.1

Fee Schedule . For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule (“Schedule 5.1”). Such fees and out-of-pocket expenses and advances identified under Section 5.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.

5.2

Out-of-Pocket Expenses . In addition to the fee paid under Section 5.1 above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses, including but not limited to postage, confirmation statements, investor statements, audio response, telephone calls, records retention/storage, customized programming/enhancements, federal wire fees, transcripts, microfilm, microfiche, disaster recovery, hardware at the Fund’s facility, telecommunications/network configuration, forms, sales taxes, exchange and broker fees, or advances incurred by the Transfer Agent for the items set out in Schedule 5.1 attached hereto. Out-of-pocket expenses may include the costs to Transfer Agent of certain administrative expenses so long as such expenses are described in reasonable detail on the applicable invoice. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund.

5.3

Postage . Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

5.4

Invoices . The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective invoice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. If the Fund does not provide such

notice of dispute within the required time, the invoice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

5.5

Cost of Living Adjustment . For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

5.6

Late Payments . If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Fund) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

5.7

Bank Accounts . The Fund acknowledges that the bank demand deposit accounts (“DDAs”) maintained by the Transfer Agent in connection with the Services will be in its name and that the Transfer Agent may receive investment earnings in connection with the investment of funds, at the Transfer Agent’s risk and for its benefit, held in those accounts from time to time.

6. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Fund that:

6.1

It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

6.2

It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

6.3

It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

6.4

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

6.5

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

7. Representations and Warranties of Fund

Each Fund represents and warrants to the Transfer Agent that:

7.1

It is a business trust or corporation (as indicated on Exhibit A) duly organized and existing and in good standing under the laws of its state of organization.

7.2

It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.

7.3

All corporate proceedings required by said organizational documents have been taken to authorize it to enter into and perform this Agreement.

7.4

It is a closed-end management investment company registered under the Investment Company Act of 1940, as amended.

7.5

A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

8. Data Access and Proprietary Information

8.1

The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Fund Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Fund Data. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a)

Use such programs and databases (i) solely on computers of the Fund or its management company, or (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

(b)

Refrain from copying or duplicating in any way (other than in the normal course of performing processing on computers of the Fund or its management company), the Proprietary Information;

(c)

Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(d)

Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to computers of the Fund or its management company to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e)

Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

(f)

Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

8.2

Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

8.3

The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

8.4

If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure in a timely manner. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS

AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.5

If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

8.6

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 8 . The obligations of this Section shall survive any termination of this Agreement.

9. Indemnification .

9.1

The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:

(a)

All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful misconduct;

(b)

The Fund’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Fund hereunder;

(c)

The reasonable reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent;

(d)

The reasonable reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders or electronic instruction from Shareholders submitted through electronic means pursuant to the security procedures for such electronic communication established by the Transfer Agent;

(e)

The reasonable reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund’s representatives;

(f)

The offer or sale of Shares in violation of any federal or state securities laws requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares;

(g)

The negotiation and processing of any checks including without limitation for deposit into the Fund’s DDA maintained by the Transfer Agent in accordance with the procedures mutually agreed upon by the parties;

(h)

Any actions taken or omitted to be taken by any former agent of the Fund and arising from Transfer Agent’s reliance on the certified list of holders; and

(i)

The negotiation, presentment, delivery or transfer of Shares through the Direct Registration System Profile System.

9.2

Instructions . At any time the Transfer Agent may apply to any officer of the Fund for instruction, and may consult with legal counsel for the Transfer Agent or the Fund with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the advice or opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. The Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

9.3.

Standard of Care . The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents.

9.4.

Notice . In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Transfer Agent in the defense of such claim or to defend

against said claim in its own name or the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Fund may be required to indemnify it except with the Fund’s prior written consent.

10. Consequential Damages .

NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Responsibilities of the Transfer Agent .

The Transfer Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Fund, by its acceptance hereof, shall be bound:

11.1

Whenever in the performance of its duties hereunder the Transfer Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by an officer of the Fund and delivered to the Transfer Agent. Such certificate shall be full authorization to the recipient for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

11.2

The Fund agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

11.3

Transfer Agent, any of its affiliates or subsidiaries, and any stockholder, director, officer or employee of the Transfer Agent may buy, sell or deal in the securities of the Fund or become pecuniarily interested in any transaction in which the Fund may be interested, or contract with or lend money to the Fund or otherwise act as fully and freely as though it were not appointed as agent under this Agreement. Nothing herein shall preclude the Transfer Agent from acting in any other capacity for the Fund or for any other legal entity.

11.4

No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

12. Confidentiality

12.1

The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Fund customer lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Fund, used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by Section 8.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or the Fund’s agent for purposes of providing services under this Agreement.

12.2

In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

13. Covenants of the Fund and the Transfer Agent

13.1

Documentation . The Fund shall promptly furnish to the Transfer Agent the following:

(a)

A certified copy of the resolution of the Board of Trustees or the Board of Directors of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b)

A copy (in paper, electronic or other agreed upon format) of the organizational documents of the Fund and all amendments thereto.

13.2

Facilities . The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

13.3

Records . The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. The Transfer Agent agrees that all such records prepared or maintained by it relating to the services performed hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with the requirements of law, and will be surrendered promptly to the Fund on and in accordance with its request.

13.4

Non-Solicitation of Transfer Agent Employees . The Fund shall not attempt to hire or assist with the hiring of an employee of the Transfer Agent or of its affiliated companies or encourage any employee to terminate their relationship with the Transfer Agent or its affiliated companies.

14. Termination of Agreement

14.1

Term . The initial term of this Agreement (the “Initial Term”) shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 14 . Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a “Renewal Term”). One hundred and twenty (120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to Section 5.5 of this Agreement.

14.2

Early Termination . Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should this Agreement be terminated by the Fund for any reason other than a material breach of the Agreement by the Transfer Agent and the services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Transfer Agent, the fees payable to the Transfer Agent shall be calculated as if the services had been performed by the Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Transfer Agent. In addition to the forgoing, in the event that the Fund terminates this Agreement during the Initial Term, other than due to a material breach of the Agreement by the Transfer Agent, then the Fund will reimburse the Transfer Agent in an amount equal to the cost of conversion and implementation, which will be subject to a pro rata reduction over the Initial Term. The payment of all fees to the Transfer Agent as set forth herein shall be accelerated to the business day immediately prior to the conversion or termination of services or such later date or dates as may be mutually agreed by the parties.

14.3

Expiration of Term . During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

14.4

Confidential Information . Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

14.5

Unpaid Invoices . The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 5.4 of this Agreement.

14.6

Bankruptcy . Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within sixty (60) days.

15. Assignment and Third Party Beneficiaries

15.1

Except as provided in Section 16.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

15.2

Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

15.3

This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 16.1 , neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

16. Subcontractors

16.1

The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc., a Massachusetts corporation (“Boston Financial”) which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act

of 1934, as amended, (ii) a Boston Financial subsidiary duly registered as a transfer agent or (iii) a Boston Financial affiliate duly registered as a transfer agent; provided however, that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of such subcontractor as it is for its own acts and omissions.

16.2

Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

17. Miscellaneous

17.1

Amendment . This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized or approved by a resolution of the Board of Directors of the Fund.

17.2

Massachusetts Law to Apply . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

17.3

Force Majeure . Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

17.4

Survival . All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

17.5

Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

17.6

Successors . All the covenants and provisions of this agreement by or for the benefit of the Fund or the Transfer Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

17.7

Priorities Clause . In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

17.8

Waiver . No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

17.9

Merger of Agreement . This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

17.10

Counterparts . This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

17.11

Reproduction of Documents . This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

17.12

Notices . Any notice or communication by the Transfer Agent or the Fund to the other is duly given if in writing and delivered in person or mailed by first class mail, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

(a)

If to the Transfer Agent, to:

State Street Bank and Trust Company

c/o Boston Financial Data Services, Inc.

2 Heritage Drive, 4 ^th Floor

North Quincy, Massachusetts 02171

Attention: Legal Department

Facsimile: (617) 483-2490

(b)

If to the Fund, to:

Nuveen Funds

c/o Nuveen Investments

333 W. Wacker Drive

Suite 3300

Chicago, IL 60606

Attn: General Counsel

Facsimile: (312) 917-7952

The Transfer Agent and the Fund may, by notice to the other, designate additional or different addresses for subsequent notices or communications.

Section 18. Limitation of Liability

For each Fund that is a business trust, the Fund’s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed on behalf of each such Fund by the Fund’s officers as officers and not individually. The obligations imposed upon each such Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.


FUND

BY:		/s/ Tina M. Lazar
		as an Authorized Officer on behalf of each of the Funds indicated on Exhibit A

ATTEST:

/s/ Sheri Snowden


STATE STREET BANK AND TRUST COMPANY

BY:		/s/ Joseph L. Hooley

ATTEST:

/s/ Joanne M. Henthorne

SCHEDULE A

NUVEEN CLOSED-END FUNDS

Dated as of: September 24, 2009

Nuveen Municipal Value Fund, Inc. +

Nuveen California Municipal Value Fund, Inc. +

Nuveen New York Municipal Value Fund, Inc. +

Nuveen Municipal Income Fund, Inc. +

Nuveen Select Maturities Municipal Fund *

Nuveen Premium Income Municipal Fund, Inc. +

Nuveen Performance Plus Municipal Fund, Inc. +

Nuveen California Performance Plus Municipal Fund, Inc. +

Nuveen New York Performance Plus Municipal Fund, Inc. +

Nuveen Municipal Advantage Fund, Inc. +

Nuveen Municipal Market Opportunity Fund, Inc. +

Nuveen California Municipal Market Opportunity Fund, Inc. +

Nuveen Investment Quality Municipal Fund, Inc. +

Nuveen California Investment Quality Municipal Fund, Inc. +

Nuveen New York Investment Quality Municipal Fund, Inc. +

Nuveen Insured Quality Municipal Fund, Inc. +

Nuveen Florida Investment Quality Municipal Fund *

Nuveen New Jersey Investment Quality Municipal Fund, Inc. +

Nuveen Pennsylvania Investment Quality Municipal Fund *

Nuveen Select Quality Municipal Fund, Inc. +

Nuveen California Select Quality Municipal Fund, Inc. +

Nuveen New York Select Quality Municipal Fund, Inc. +

Nuveen Quality Income Municipal Fund, Inc. +

Nuveen Insured Municipal Opportunity Fund, Inc. +

Nuveen Florida Quality Income Municipal Fund *

Nuveen Michigan Quality Income Municipal Fund, Inc. +

Nuveen Ohio Quality Income Municipal Fund, Inc. +

Nuveen Texas Quality Income Municipal Fund *

Nuveen California Quality Income Municipal Fund, Inc. +

Nuveen New York Quality Income Municipal Fund, Inc. +

Nuveen Premier Municipal Income Fund, Inc. +

Nuveen Premier Insured Municipal Income Fund, Inc. +

Nuveen Premium Income Municipal Fund 2, Inc. +

Nuveen Arizona Premium Income Municipal Fund, Inc. +

Nuveen Insured California Premium Income Municipal Fund, Inc. +

Nuveen Insured Florida Premium Income Municipal Fund *

Nuveen Michigan Premium Income Municipal Fund, Inc. +

Nuveen New Jersey Premium Income Municipal Fund, Inc. +

Nuveen Insured New York Premium Income Municipal Fund, Inc. +

Nuveen Premium Income Municipal Fund 4, Inc. +

Nuveen Insured California Premium Income Municipal Fund 2, Inc. +

Nuveen Maryland Premium Income Municipal Fund *

Nuveen Massachusetts Premium Income Municipal Fund *

Nuveen Pennsylvania Premium Income Municipal Fund 2 *

Nuveen Virginia Premium Income Municipal Fund *

Nuveen Connecticut Premium Income Municipal Fund *

Nuveen Georgia Premium Income Municipal Fund *

Nuveen Missouri Premium Income Municipal Fund *

Nuveen North Carolina Premium Income Municipal Fund *

Nuveen California Premium Income Municipal Fund *

SCHEDULE A (cont’d)

NUVEEN CLOSED-END FUNDS

Dated as of: September 24, 2009

Nuveen Insured Premium Income Municipal Fund 2 *

Nuveen California Dividend Advantage Municipal Fund *

Nuveen New York Dividend Advantage Municipal Fund *

Nuveen Dividend Advantage Municipal Fund *

Nuveen Arizona Dividend Advantage Municipal Fund *

Nuveen Connecticut Dividend Advantage Municipal Fund *

Nuveen Maryland Dividend Advantage Municipal Fund *

Nuveen Massachusetts Dividend Advantage Municipal Fund *

Nuveen North Carolina Dividend Advantage Municipal Fund *

Nuveen Virginia Dividend Advantage Municipal Fund *

Nuveen Dividend Advantage Municipal Fund 2 *

Nuveen California Dividend Advantage Municipal Fund 2 *

Nuveen New Jersey Dividend Advantage Municipal Fund *

Nuveen New York Dividend Advantage Municipal Fund 2 *

Nuveen Ohio Dividend Advantage Municipal Fund *

Nuveen Pennsylvania Dividend Advantage Municipal Fund *

Nuveen Dividend Advantage Municipal Fund 3 *

Nuveen California Dividend Advantage Municipal Fund 3 *

Nuveen Georgia Dividend Advantage Municipal Fund *

Nuveen Maryland Dividend Advantage Municipal Fund 2 *

Nuveen Michigan Dividend Advantage Municipal Fund *

Nuveen Ohio Dividend Advantage Municipal Fund 2 *

Nuveen North Carolina Dividend Advantage Municipal Fund 2 *

Nuveen Virginia Dividend Advantage Municipal Fund 2 *

Nuveen Insured Dividend Advantage Municipal Fund *

Nuveen Insured California Dividend Advantage Municipal Fund *

Nuveen Insured New York Dividend Advantage Municipal Fund *

Nuveen Arizona Dividend Advantage Municipal Fund 2 *

Nuveen Connecticut Dividend Advantage Municipal Fund 2 *

Nuveen New Jersey Dividend Advantage Municipal Fund 2 *

Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 *

Nuveen Ohio Dividend Advantage Municipal Fund 3 *

Nuveen Select Tax-Free Income Portfolio *

Nuveen Select Tax-Free Income Portfolio 2 *

Nuveen California Select Tax-Free Income Portfolio *

Nuveen New York Select Tax-Free Income Portfolio *

Nuveen Select Tax-Free Income Portfolio 3 *

Nuveen Senior Income Fund *

Nuveen Real Estate Income Fund *

Nuveen Quality Preferred Income Fund *

Nuveen Arizona Dividend Advantage Municipal Fund 3 *

Nuveen Connecticut Dividend Advantage Municipal Fund 3 *

SCHEDULE A (cont’d)

NUVEEN CLOSED-END FUNDS

Dated as of: September 24, 2009

Nuveen Georgia Dividend Advantage Municipal Fund 2 *

Nuveen Maryland Dividend Advantage Municipal Fund 3 *

Nuveen North Carolina Dividend Advantage Municipal Fund 3 *

Nuveen Quality Preferred Income Fund 2 *

Nuveen Floating Rate Fund *

Nuveen Insured Tax-Free Advantage Municipal Fund *

Nuveen Insured New York Tax-Free Advantage Municipal Fund *

Nuveen Insured California Tax-Free Advantage Municipal Fund *

Nuveen Insured Florida Tax-Free Advantage Municipal Fund *

Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund *

Nuveen Quality Preferred Income Fund 3 *

Nuveen Preferred and Convertible Income Fund *

Nuveen Preferred and Convertible Income Fund 2 *

Nuveen Diversified Dividend and Income Fund *

Nuveen Municipal High Income Opportunity Fund *

Nuveen Tax-Advantaged Total Return Strategy Fund *

Nuveen Floating Rate Income Fund *

Nuveen Floating Rate Income Opportunity Fund *

Nuveen Equity Premium Income Fund *

Nuveen Equity Premium Opportunity Fund *

Nuveen Tax-advantaged Floating Rate Fund *

Nuveen Equity Premium Advantage Fund *

Nuveen Equity Premium and Growth Fund *

Nuveen Global Government Enhanced Income Fund *

Nuveen Global Value Opportunities Fund *

Nuveen Core Equity Alpha Fund *

Nuveen Multi-Currency Short-Term Government Income Fund *

Nuveen Tax-Advantaged Dividend Growth Fund *

Nuveen Municipal High Income Opportunity Fund 2 *

Nuveen Municipal Value Fund 2 *

Nuveen California Municipal Value Fund 2 *

Nuveen New Jersey Municipal Value Fund *

Nuveen New York Municipal Value Fund 2 *

Nuveen Pennsylvania Municipal Value Fund *

Nuveen Enhanced Municipal Value Fund *

+	Minnesota Corporation

*	Massachusetts Business Trust

Exhibit k.2

SCHEDULE A

NUVEEN CLOSED-END FUNDS

Dated as of: May 25, 2011

Nuveen Arizona Dividend Advantage Municipal Fund *

Nuveen Arizona Dividend Advantage Municipal Fund 2 *

Nuveen Arizona Dividend Advantage Municipal Fund 3*

Nuveen Arizona Premium Income Municipal Fund, Inc. +

Nuveen Build America Bond Fund*

Nuveen Build America Bond Opportunity Fund*

Nuveen California Dividend Advantage Municipal Fund *

Nuveen California Dividend Advantage Municipal Fund 2 *

Nuveen California Dividend Advantage Municipal Fund 3 *

Nuveen California Investment Quality Municipal Fund, Inc. +

Nuveen California Municipal Market Opportunity Fund, Inc. +

Nuveen California Municipal Value Fund 2*

Nuveen California Municipal Value Fund, Inc. +

Nuveen California Performance Plus Municipal Fund, Inc. +

Nuveen California Premium Income Municipal Fund *

Nuveen California Quality Income Municipal Fund, Inc. +

Nuveen California Select Quality Municipal Fund, Inc. +

Nuveen California Select Tax-Free Income Portfolio *

Nuveen Connecticut Dividend Advantage Municipal Fund *

Nuveen Connecticut Dividend Advantage Municipal Fund 2 *

Nuveen Connecticut Dividend Advantage Municipal Fund 3*

Nuveen Connecticut Premium Income Municipal Fund *

Nuveen Core Equity Alpha 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 Energy MLP Total Return Fund*

Nuveen Enhanced Municipal Value Fund*

Nuveen Equity Premium Advantage Fund*

Nuveen Equity Premium and Growth Fund*

Nuveen Equity Premium Income Fund*

Nuveen Equity Premium Opportunity Fund*

Nuveen Floating Rate Income Fund*

Nuveen Floating Rate Income Opportunity Fund*

Nuveen Georgia Dividend Advantage Municipal Fund *

Nuveen Georgia Dividend Advantage Municipal Fund 2*

Nuveen Georgia Premium Income Municipal Fund *

Nuveen Global Government Enhanced Income Fund*

Nuveen Global Value Opportunities Fund*

Nuveen Insured California Dividend Advantage Municipal Fund *

Nuveen Insured California Premium Income Municipal Fund 2, Inc. +

Nuveen Insured California Premium Income Municipal Fund, Inc. +

Nuveen Insured California Tax-Free Advantage Municipal Fund*

Nuveen Insured Dividend Advantage Municipal Fund *

Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund*

Nuveen Insured Municipal Opportunity Fund, Inc. +

SCHEDULE A (cont’d)

NUVEEN CLOSED-END FUNDS

Dated as of: May 25, 2011

Nuveen Insured New York Dividend Advantage Municipal Fund *

Nuveen Insured New York Premium Income Municipal Fund, Inc. +

Nuveen Insured New York Tax-Free Advantage Municipal Fund*

Nuveen Insured Premium Income Municipal Fund 2 *

Nuveen Insured Quality Municipal Fund, Inc. +

Nuveen Insured Tax-Free Advantage Municipal Fund*

Nuveen Investment Quality Municipal Fund, Inc. +

Nuveen Maryland Dividend Advantage Municipal Fund *

Nuveen Maryland Dividend Advantage Municipal Fund 2 *

Nuveen Maryland Dividend Advantage Municipal Fund 3*

Nuveen Maryland Premium Income Municipal Fund *

Nuveen Massachusetts Dividend Advantage Municipal Fund *

Nuveen Massachusetts Premium Income Municipal Fund *

Nuveen Michigan Dividend Advantage Municipal Fund *

Nuveen Michigan Premium Income Municipal Fund, Inc. +

Nuveen Michigan Quality Income Municipal Fund, Inc. +

Nuveen Missouri Premium Income Municipal Fund *

Nuveen Mortgage Opportunity Term Fund 2*

Nuveen Mortgage Opportunity Term Fund*

Nuveen Multi-Currency Short-Term Government Income Fund*

Nuveen Municipal Advantage Fund, Inc. +

Nuveen Municipal High Income Opportunity Fund 2*

Nuveen Municipal High Income Opportunity Fund*

Nuveen Municipal Income Fund, Inc. +

Nuveen Municipal Market Opportunity Fund, Inc. +

Nuveen Municipal Value Fund 2*

Nuveen Municipal Value Fund, Inc. +

Nuveen New Jersey Dividend Advantage Municipal Fund *

Nuveen New Jersey Dividend Advantage Municipal Fund 2 *

Nuveen New Jersey Investment Quality Municipal Fund, Inc. +

Nuveen New Jersey Municipal Value Fund*

Nuveen New Jersey Premium Income Municipal Fund, Inc. +

Nuveen New York Dividend Advantage Municipal Fund 2 *

Nuveen New York Dividend Advantage Municipal Fund*

Nuveen New York Investment Quality Municipal Fund, Inc. +

Nuveen New York Municipal Value Fund 2*

Nuveen New York Municipal Value Fund, Inc. +

Nuveen New York Performance Plus Municipal Fund, Inc. +

Nuveen New York Quality Income Municipal Fund, Inc. +

Nuveen New York Select Quality Municipal Fund, Inc. +

Nuveen New York Select Tax-Free Income Portfolio *

Nuveen North Carolina Dividend Advantage Municipal Fund *

Nuveen North Carolina Dividend Advantage Municipal Fund 2 *

Nuveen North Carolina Dividend Advantage Municipal Fund 3*

Nuveen North Carolina Premium Income Municipal Fund *

Nuveen Ohio Dividend Advantage Municipal Fund *

SCHEDULE A (cont’d)

NUVEEN CLOSED-END FUNDS

Dated as of: May 25, 2011

Nuveen Ohio Dividend Advantage Municipal Fund 2 *

Nuveen Ohio Dividend Advantage Municipal Fund 3 *

Nuveen Ohio Quality Income Municipal Fund, Inc. +

Nuveen Pennsylvania Dividend Advantage Municipal Fund *

Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 *

Nuveen Pennsylvania Investment Quality Municipal Fund *

Nuveen Pennsylvania Municipal Value Fund*

Nuveen Pennsylvania Premium Income Municipal Fund 2 *

Nuveen Performance Plus Municipal Fund, Inc. +

Nuveen Preferred and Convertible Income Fund 2*

Nuveen Preferred and Convertible Income Fund*

Nuveen Premier Insured Municipal Income Fund, Inc. +

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 Preferred Income Fund *

Nuveen Quality Preferred Income Fund 2*

Nuveen Quality Preferred Income Fund 3*

Nuveen Real Estate Income 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 Tax-Advantaged Dividend Growth Fund*

Nuveen Tax-Advantaged Floating Rate Fund*

Nuveen Tax-Advantaged Total Return Strategy Fund*

Nuveen Texas Quality Income Municipal Fund *

Nuveen Virginia Dividend Advantage Municipal Fund *

Nuveen Virginia Dividend Advantage Municipal Fund 2 *

Nuveen Virginia Premium Income Municipal Fund *

Dow 30SM Premium & Dividend Income Fund Inc. **

Dow 30SM Enhanced Premium & Income Fund Inc. **

Global Income & Currency Fund **

MLP & Strategic Equity Fund Inc.**

NASDAQ Premium Income & Growth Fund Inc.**

+	Minnesota Corporation

*	Massachusetts Business Trust

**	Maryland Corporation

SCHEDULE A (cont’d)

NUVEEN CLOSED-END FUNDS

Dated as of: May 25, 2011


FUND		STATE STREET BANK AND TRUST COMPANY

BY:	/s/ Tina M. Lazar	BY:	/s/ Michael Rogers
	as an Authorized Officer on behalf of each		Michael Rogers
	of the Funds indicated above		Executive Vice President

Exhibit k.3

AMENDMENT

To Transfer Agency and Service Agreement

Between

Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement

And

State Street Bank and Trust Company

This Amendment is made as of this 1 ^st day of July 2011 to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, the parties agree as follows:

1 . Renewal Term. The Agreement is hereby renewed for a three-year Renewal Term commencing on July 1, 2011 and ending on June 30, 2014. For purposes of this Renewal Term, Section 5.5 (Cost of Living Adjustment) of the Agreement shall not apply until July 1, 2012. Unless the parties otherwise agree to different provisions in writing, the Agreement shall continue to be renewable in accordance with the terms set forth in Section 14.1 of the Agreement.

2. Fee Schedule. Effective July 1, 2011, Schedule 5.1 to the Agreement is replaced by the new Schedule 5.1 dated July 1, 2011 through June 30, 2014 and attached hereto (the “Fee Schedule”).

3. All defined terms and definitions in the Agreement shall be the same in this Amendment except as specifically revised by this Amendment.

4. Except as specifically set forth in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.


EACH OF THE NUVEEN CLOSED-END INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT		STATE STREET BANK AND TRUST COMPANY

By:	/s/ Tina M. Lazar	By:	/s/ Michael Rogers

Name:	Tina M. Lazar	Name:	Michael Rogers

Title:	Senior Vice President	Title:	Executive Vice President
	as an Authorized Officer on behalf of each of the Funds on Exhibit A to the Agreement

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions “Financial Highlights” and “Independent Registered Public Accounting Firm” and to the incorporation by reference of our report dated September 27, 2012 in the Registration Statement (Form N-2) and related Prospectus and Statement of Additional Information of Nuveen Quality Preferred Income Fund 2 filed with the Securities and Exchange Commission in this initial filing to the Registration Statement under the Securities Act of 1933.

/s/ Ernst & Young LLP

Chicago, Illinois

October 24, 2012

Exhibit r

Nuveen Investments Inc.

Including :

Affiliated Entities

Nuveen Closed-End Funds

Nuveen Open-End Funds

Nuveen Defined Portfolios

Code of Ethics and

Reporting Requirements

Effective

January 1, 2011

As Amended

March 14, 2011

August 15, 2011

Material Amendments

Effective as of March 14, 2011:

NWQ Investment Management Company, LLC access persons are subject to a thirty (30) day holding period for equity securities, including equity options, if the subsequent trade would result in a profit. The period is based on trade dates, and any transaction resets the holding period. Equity and equity option holding periods are based on issuer, not specific security. E.g., access persons may not buy the common shares of an issuer and sell the preferred shares within the holding period. For option trades, access persons are prohibited from engaging in an option trade on the opposite side of the original trade within 30 days. E.g., if an access person purchases the equity shares of an issuer, calls may not be sold for at least 30 calendar days.

Tradewinds Global Investors, LLC access persons are subject to a thirty (30) day holding period for equity securities, including equity options, if the subsequent trade would result in a profit. The period is based on trade dates, and any transaction resets the holding period. Equity and equity option holding periods are based on issuer, not specific security. E.g., access persons may not buy the common shares of an issuer and sell the preferred shares within the holding period. For option trades, access persons are prohibited from engaging in an option trade on the opposite side of the original trade within 30 days. E.g., if an access person purchases the equity shares of an issuer, calls may not be sold for at least 30 calendar days.

Effective as of August 15, 2011:

Tradewinds Global Investors, LLC (“Tradewinds”) investment persons are prohibited from transacting in securities that are on the Tradewinds Approved List (the “Approved List”), as well as those securities that are being considered for the Approved List (the “Green Light List”). Included in this prohibition are all equivalent and/or related securities to those on the Approved List and/or Green Light List, based on issuer. For example, if the common stock of an issuer is on the Approved List or Green Light List, transactions in options, bonds, and any other equivalent and/or related securities of that issuer are prohibited, unless otherwise specifically excepted in the Code.

All other securities held in any Tradewinds client account as a result of an investment decision, including, but not limited to, those that are transferred in kind and subsequently held, are subject to a personal trading prohibition during the period starting seven calendar days before and ending seven calendar days after any trading that occurs in those securities. Included in this prohibition are all equivalent and/or related securities, based on issuer. The seven day prohibition shall also apply to securities that are added to the Green Light and/or Approved Lists in the seven days following an investment person’s transaction.

Tradewinds’ Approved List and/or Green Light List securities held by Tradewinds’ investment persons in any account in which the investment person has beneficial ownership, control or trading authority may not be sold without the approval of the CCO, or his or her designee. Such approval shall not be granted if there are any open orders in such security on the trade blotter. Included in this prohibition are all equivalent and/or related securities, based on issuer, unless otherwise specifically excepted in the Code. Preclearance received though PTA for such transactions without also receiving a specific email communication from the CCO or designee shall be deemed invalid. Reliance on preclearance from PTA alone for these transactions is not sufficient. Additionally, any such approved transactions remain subject to the seven day prohibition in connection with any block trades in such security.

In addition to other securities that are excepted in the Code, Government sponsored entity (GSE) securities and To Be Announced (TBA) mortgage backed securities are excluded from the restrictions outlined above.

Note that all Tradewinds employees are considered to be investment persons for purposes of administering the Code. Additionally, certain Nuveen/non-Tradewinds employees and consultants have been designated as Tradewinds investment persons for purposes of administering the Code.

Exceptions to this policy may be made at the discretion of the CCO, and in the case of a shared service employee or consultant, in collaboration with the Director of Compliance, or their designees. Any such exception shall be memorialized in writing.

Deleted as of August 15, 2011:

Access and investment persons at Tradewinds Global Investors, LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

Table of Contents


I.	Introduction		Page 5

II.	General Principles		Page 5

III.	Standards of Business Conduct		Page 6
	A.	Fiduciary Standards	Page 6
	B.	Compliance with Laws and Policy	Page 6
	C.	Conflicts of Interest	Page 6
	D.	Protection of Confidential Information	Page 6
	E.	Payments to Government Officials and Political Contributions	Page 7

IV.	Reporting and Disclosure Requirements		Page 7
	A.	Code of Ethics	Page 7
	B.	Brokerage Accounts	Page 7
	C.	Holdings	Page 7
	D.	Transactions	Page 8
		1. Quarterly Transaction Reporting	Page 8
		2. Transaction Reporting for Funds Advised/Sub-Advised by Nuveen Investments	Page 8
		3. Transaction Reporting for Section 16 Officers	Page 8
		4. Transaction Reporting for Non-Interested Fund Directors	Page 8
		5. Review of Reports	Page 8
	E.	Outside Directorships and Business Activities	Page 9
	F.	Gifts and Entertainment	Page 9

V.	Access person Personal Securities Transactions		Page 9
	A.	Preclearance	Page 10
	B.	Initial Public Offerings	Page 10
	C.	Limited Offerings	Page 11
	D.	Limit Orders and Good ‘Til Canceled Orders	Page 11
	E.	Securities Being Transacted in Nuveen Advised/Sub-Advised
		Portfolios and/or Client Accounts	Page 11
	F.	Additional Trading Restrictions for Investments Persons	Page 11
	G.	Additional Trading Restrictions for All Chicago Based Access Persons and all non-Winslow Minneapolis Based Access Persons in Certain Closed-End Funds and Similarly Pooled Vehicles	Page 12
	H.	Frequent Trading in Shares of Open-End Funds	Page 12
	I.	Excessive or Abusive Trading	Page 12
	J.	Transaction by Section 16 Officers	Page 12
	K.	Transactions by Non-Interested Directors of Nuveen Funds	Page 12

VI.	Insider Trading		Page 13
	A.	Insider Trading Determination	Page 13
	B.	Insider Status	Page 13
	C.	Material Nonpublic Information	Page 13
	D.	Identifying and Reporting Potential Inside Information	Page 13

VII.	Administration and Enforcement		Page 14
	A.	Approval of the Code	Page 14
	B.	Reporting to the Nuveen Fund Board	Page 14
	C.	Violations	Page 14
	D.	Sanctions for Violations of the Code	Page 14
	E.	Form ADV Disclosure	Page 15
	F.	Interpretation of the Code and the Granting of Waivers	Page 15

VIII.	Recordkeeping		Page 15


IX.	Definitions		Page 15
	A.	Access Person	Page 15
	B.	Automatic Investment Plan	Page 15
	C.	Beneficial Ownership and Pecuniary Interest	Page 15
	D.	Control	Page 16
	E.	Domestic Partner	Page 16
	F.	Fund	Page 16
	G.	Initial Public Offering	Page 16
	H.	Investment Person	Page 16
	I.	Limited Offering	Page 16
	J.	Non-Interested Director	Page 17
	K.	Nuveen Fund	Page 17
	L.	Purchase or Sale of a Security	Page 17
	M.	PTA	Page 17
	N.	Reportable Security	Page 17
	O.	Section 16 Officers	Page 17
	P.	Security	Page 17
	Q.	Security Held or to be Acquired by a Nuveen Fund	Page 17

I.	Introduction

Nuveen Investments, Inc. (“Nuveen”) has adopted this Code of Ethics (“Code”) in recognition of its fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Nuveen Defined Portfolios and, with respect to the provisions addressing non-interested directors (as defined in Section IX below), by the Nuveen Open-end Funds and Closed-end Funds, pursuant to Rule 17j-1.

Beyond the general parameters of the Code, registered personnel are subject to further requirements as mandated by the Financial Industry Regulatory Authority (“FINRA”). Certain policies and procedures discussed in this document have been designed to help meet those obligations. Additionally, various requirements may be imposed on certain personnel by the National Futures Association (“NFA”) by virtue of their affiliation with Nuveen Commodities Asset Management LLC.

Any reference to Nuveen in this document shall also mean any and all affiliated entity or entities, where applicable. (Refer to Appendix A for a listing of the affiliated entities.) The phrase “portfolio” shall also mean fund, where appropriate.

All Nuveen employees, both full-and part-time, including all Nuveen Fund officers and interested directors and trustees, are considered “access persons.” Also included in this definition are consultants, interns, and temporary and/or contract workers whose assignments are expected to exceed a period of 60 consecutive days and/or whose cumulative assignment is expected to exceed 60 days over a twelve month period. This is not withstanding whether the said individual comes to Nuveen though an entity that has a signed contract, including a confidentiality agreement, with Nuveen. Note that the non-interested directors and trustees are not included in this definition, but where those parties have an obligation under this Code it is specifically mentioned in the document. Note also that wherever the terms “director” or “trustee” are used, both, and/or either, are intended, where applicable.

The purpose of this Code is to demonstrate Nuveen’s commitment to the highest legal and ethical standards and to provide guidance to access persons (as defined in Section IX below) in understanding and fulfilling those responsibilities.

The provisions of the Code are not all-inclusive; rather, they are intended as a guide to access persons in connection with the business of the firm and their personal securities transactions. However, at a minimum, this Code is designed to set forth:

•

Standards of business conduct intended to reflect Nuveen’s fiduciary obligations as well as those of its access persons, including persons who provide investment advice on behalf of Nuveen and who are subject to Nuveen’s supervision and control;

•

Provisions requiring access persons to comply with applicable laws, rules, regulations, and policies;

•

Provisions designed to detect and prevent improper trading;

•

Provisions requiring access persons to make periodic reports of their personal transactions and holdings, and requiring the review of such reports;

•

Provisions requiring access persons to report any violations under the Code promptly to the Director of Compliance or other designated person(s); and

•

Provisions requiring Nuveen to provide each of its access persons with a copy of the Code and any amendments, and requiring access persons to provide a written acknowledgement of receipt.

Each Nuveen affiliate, through its compliance officers, legal officers and/or other designated personnel, shall be responsible for the day-to-day administration of this Code with respect to those access persons under the direct supervision and control of such affiliate.

Note that some affiliates may impose greater restrictions than those described in this Code, and those restrictions have been noted where possible within the document. Also, some persons, by virtue of their position, are subject to greater restrictions than those outlined for general access persons. All questions regarding specific restrictions should be directed to the designated legal or compliance officer. It is each access person’s obligation to understand this Code as well as its requirements and application as they relate to both personal and work related activities.

II.

General Principles

This Code is designed to promote the following general principals:

•

Nuveen and its access persons have a duty at all times to place the interests of clients first;

•

Access persons must conduct their personal securities transactions in a manner that avoids an actual or potential conflict of interest or any abuse of trust and responsibility;

•

Access persons may not use knowledge about current or pending client or portfolio transactions for the purpose of personal profit;

•

Information concerning clients (including former clients) must be kept confidential, including the client’s identity, holdings, and other non-public information;

•

Independence in the investment decision-making process is paramount; and

•

Access persons may not give or receive gifts or participate in entertainment beyond the parameters set forth in this Code to avoid even the appearance of favoritism or impropriety.

III.

Standards of Business Conduct

A.	Fiduciary Standards

As a Nuveen access person, the ability to conduct personal securities transactions is a privilege, not a right. It is Nuveen’s policy to place its clients’ interest first and foremost, and to strive at all times to conduct business in strict accordance with generally acknowledged fiduciary obligations, including the duties of care, loyalty, honesty, and good faith. Toward that end, it is imperative that access persons provide full and fair disclosure of all relevant facts concerning any potential or actual conflict of interest. (See Section III.C. for more information on conflicts of interest.)

B.	Compliance with Laws and Company Policies

Nuveen operates within a highly regulated business environment and it is critical that compliance be maintained with all laws, rules, regulations, and other applicable mandates. Included in that compliance is the need for each access person to respect and comply with those obligations. With that goal in mind, Nuveen has developed policies, procedures, and other guidance, including this Code, to identify various obligations, outline prohibitions, and assist access persons in meeting them. Among other things, it is especially important that access persons avoid, including with respect to a fund:

•

Employing any device, scheme or artifice to defraud;

•

Making any untrue statement of material fact, or omitting a material fact, necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

•

Engaging in any act, practice, or course of business that operates, or would operate, as a fraud or deceit; or

•

Engaging in any manipulative practice.

The non-interested directors of the Nuveen funds are deemed “access person” of the fund under Rule 17j 1 and are likewise prohibited from the activities outlined in the four bullet points immediately above.

C.	Conflicts of Interest

Conflicts of interest may come about any time there may be an incentive to favor one party over another. There are a variety of scenarios in which this may occur. For example, a conflict may arise when there is an opportunity to give preferential treatment to one client or portfolio relative to other clients for a number of reasons. Examples of possible conflicts may include circumstances involving accounts of different sizes, accounts billed due to performance based fees versus ones that are not, or an account that belongs to a friend, relative, or other party with whom you have a relationship or association. A conflict could also come into play when there is an opportunity to take advantage of information, particularly regarding current or pending client or portfolio trades, for personal profit. Other conflicts may not always be as clear-cut.

As an integral part of the fiduciary obligation, Nuveen and its access persons are obligated to avoid conflicts of interest wherever possible and to fully disclose all facts concerning any conflict that may arise. Questions regarding a potential conflict should be fully vetted with supervisors and the appropriate compliance or legal officer before any further action is taken.

D.	Protection of Confidential Information

Each access person of Nuveen is charged with the responsibility of preserving the confidentiality of nonpublic information learned in the course of his or her employment or through other channels. This includes, but is not limited to, nonpublic information about securities, securities recommendations and client holdings and transactions. Access persons may not misuse, including trading on the non-public information, or disclose such information, whether within or outside of Nuveen, except to authorized persons who require the information for legitimate business purposes or to fulfill their responsibilities. Additionally, access persons must comply with all laws, rules, and regulations concerning the protection of client information, including, without limitation, Regulation S-P. Please refer to Nuveen’s Consumer Information Security Policy for more information on this topic.

E.	Payments to Government Officials and Political Contributions

No payment can be made directly or indirectly to any employee, official, or representative of any government agency or any party or candidate for the purpose of influencing an act or decision on behalf of Nuveen. Access persons are limited in their ability to donate to political candidates and/or participate as individuals in political activities by the constraints of Rule 206(4)-5 of the Advisers Act and other applicable self regulatory organization, state and local laws, rules and regulations, and are prohibited from engaging in such activities as a representative of Nuveen, and from using the name, reputation, or credibility of Nuveen in connection with political activities. Nuveen will not reimburse access persons for any political contributions or similar expenses.

IV.

Reporting and Disclosure requirements

Nuveen has instituted the Sungard Protegent Personal Trade Assistant System (“PTA”) to facilitate a variety of reporting and disclosure processes. Access persons are provided with training and access to this system upon associating with the firm. Information regarding how the PTA system is used for reporting and disclosure is discussed in each item below, where applicable.

A. Code of Ethics

The current Code is available through a link on the home page of the PTA system and on Nuveen’s internal web page. Upon becoming an access person each person shall receive a copy of, or access to, the Code, and any applicable amendments. Shortly thereafter, the recipient shall be required to acknowledge though a certification process in the PTA system that he or she:

•

Has received a copy of the Code;

•

Has read and understands the Code; and

•

Agrees that he or she is legally bound by the Code; and

•

Will comply with all requirements of the Code.

Additionally, acknowledgement of receipt of the Code and compliance with such shall occur on an annual basis, and any time the Code is amended.

Non-interested Nuveen fund directors are also required to execute an initial acknowledgement of receipt of the Code and an annual certification of compliance with the Code. These acknowledgements and certifications for non-interested directors do not occur through PTA.

B. Brokerage Accounts

Within ten days of becoming an access person each person is required to report through PTA all accounts in which securities are held or may be held. This reporting shall also occur on an annual basis. Included in the account disclosure requirement are all accounts in which the access person has beneficial interest and/or exercises trading discretion or control. For more information on the reporting of accounts please see FAQ – Accounts to be Entered into PTA and the definitions of “beneficial ownership” and “control” in Section IX.

Additionally, any time a new account is established it must be promptly reported through the PTA system, but in no event later than 30 days following the end of the quarter in which it was established. The listing of brokerages with which an access person may establish and/or maintain an account can be found on the PTA system.

C. Holdings

Within ten days of becoming an access person each person is required to submit through PTA a listing of all reportable securities. The information must be current as of not more than 45 days prior to becoming an access person and must contain the title, type, exchange ticker symbol or CUSIP number, and quantity of each reportable security in which the access person has any direct or indirect beneficial ownership, trading authority or other control. Additionally, within 45 days of the prior year end, each access person shall be required to submit and confirm through PTA a listing of all reportable securities.

Exceptions to holdings reporting:

•

Holdings in accounts over which the access person has no direct or indirect influence or control (i.e., managed accounts);

•

Direct obligations of the U.S. government;

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Money market funds; and

•

Open-end funds that are not advised or sub-advised by Nuveen.

Unless a security is specifically exempted it is reportable.

For more information on the reporting of securities see FAQ – Holdings to be Entered into PTA.

D. Transactions

1. Quarterly Transaction Reporting

Within 30 days of the prior quarter end, each access person is required to submit through PTA a listing of all reportable transactions involving a reportable security in which the access person had, or as a result acquired, any direct or indirect beneficial ownership, trading authority, or other control that occurred during that prior quarter. The report must include:

•

Date of the transaction, title of the security, ticker symbol or CUSIP number, interest rate and maturity date (if applicable), number of shares or units, and principal amount;

•

Nature of the transaction (e.g., purchase, sale, or any other type of acquisition or disposition);

•

Price at which the transaction was effected; and

•

Name of the broker, dealer, or bank through which the transaction was effected.

Exceptions to reporting requirements:

•

Transactions in accounts over which the access person has no direct or indirect influence or control (i.e., managed accounts);

•

Transactions in Nuveen’s 401(k) plan, unless the access person has elected to participate in the Charles Schwab self-directed 401(k) option, in which case that portion of the 401(k) is treated like any other brokerage account and all reporting requirements will apply;

•

Transactions effected pursuant to an automatic investment plan or a dividend reinvestment plan, unless such transaction overrides or deviates from the pre-set schedule or allocation of such automatic investment plan (see the item related to this topic in Section V.A. below);

•

Transactions in securities issued by the U.S. or other sovereign governments, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Transactions in money market funds;

•

Transactions in open-end funds that are not advised or sub-advised by Nuveen; and

Unless a transaction is specifically exempted it is reportable.

2. Transaction Reporting for Funds Advised/Sub-Advised by Nuveen Investments

Generally open-end fund transactions not required to be reported, however funds that are advised/sub-advised by Nuveen or any affiliated entity ARE required to be reported, with the exception of transactions that occur in the Nuveen 401(k) plan.

3. Transaction Reporting for Section 16 Officers

Section 16 of the Securities Exchange Act of 1934 Act and rules thereunder prohibit certain persons (“Section 16 officers”) associated with an issuer from buying and selling, or selling and buying, the issuer’s securities within less than a six (6) month period if that subsequent transaction would result in a profit. Section 16 also requires Section 16 officers to file specified forms with transaction details immediately following a transaction. Section 16 officers include directors, officers or others performing a policy-making function. If you are not certain whether you are a Section 16 officer, please contact the Legal Department in Chicago prior to trading.

Section 16 officers are required to preclear all transactions in closed-end funds for which they are Section 16 officers with the Legal Department in Chicago and to also report to the Legal Department in Chicago the details of any transaction requiring Section 16 filings immediately upon completion of the transaction.

Such preclearance and reporting DOES NOT occur through PTA, but rather occurs via email and through the parties identified to the Section 16 officers as the appropriate contacts for these activities.

4. Transaction Reporting for Non-Interested Fund Directors

Non-interested directors of a Nuveen fund must report a personal securities transaction only if such director, at the time of that transaction, knew that during the 15 day period immediately preceding or subsequent to the date of the transaction by the director such security was purchased or sold by the fund or was being considered for purchase or sale by the fund. Non-interested directors must report securities transactions meeting these requirements.

5. Review of Reports

All reports made pursuant to IV.B, C., or D. shall be reviewed by a designated Nuveen or affiliate legal or compliance officer to monitor compliance with the Code and applicable laws, rules, and regulations.

E.	Outside Directorships and Business Activities

Access persons may not serve on the board of directors of any publicly traded company or engage in an outside business activity without prior written approval from the General Counsel of Nuveen or his or her designee. ¹ Prior written approval must also be obtained before an access person may serve as a member of the finance or investment committee of any organization, including not-for-profit entities, or perform other financially related services for such organization.

If it appears that any such activity conflicts with, or may reasonably be anticipated to conflict with, the interests of Nuveen or any client, the access person may be prohibited from participating or be required to discontinue the activity.

Reporting of, and requesting permission to participate in, an outside activity is accomplished through a disclosure in PTA. Termination, or a change in the nature, of the participation also entails the submission of a disclosure in PTA.

F.	Gifts and Entertainment

Access persons are restricted from giving and/or receiving gifts from any person or entity that does business with or on behalf of Nuveen or any client account. For this purpose “gift” has the same meaning as in FINRA Rule 3220 and will be applied to all access persons, non-licensed as well as licensed.

Access persons may not accept or receive gifts from a single person or entity in an amount that exceeds a market value of $100 per year, either as an individual item or in the aggregate.

Access persons also may not give gifts to a single person or entity in an amount that exceeds a market value of $100 per year, either as an individual item or in the aggregate.

¹	Access persons who receive authorization to serve as board members of publicly traded companies must be isolated through information barriers from those persons making investment decisions concerning securities issued by the entities involved.

The receipt of gifts is reported through PTA. (The giving of gifts is reported through Nuveen’s travel and expense system.)

Nuveen places a $250 per event cap on entertainment, which includes the market value, plus any applicable fees, for the participation of the access person and any guest(s) that may accompany him or her. There is a $1,000 per year limit on the receipt of entertainment from any one entity. Compliance approval must be received prior to participating in any event that would exceed the $250 per event limit, or that would take the total value of entertainment received over $1,000 for the year.

Other institutions may have different limits on the value of entertainment that their own access persons may receive. In those cases it is the responsibility of the Nuveen access person to find out what the parameters are and to ensure that no entertainment is given that would exceed those limits.

The receipt of entertainment is reported through PTA. (The hosting of entertainment is reported through Nuveen’s expense reimbursement system.)

Tradewinds Global Investor’s LLC access persons are subject to more stringent parameters than those set forth above. Those access persons may attend industry events at a broker’s expense, and may participate in business meals up to once per quarter from an individual broker, however the acceptance of tickets to entertainment-oriented events is prohibited. The receipt and/or giving of gifts and entertainment is reported through PTA.

V.	ACCESS PERSON PERSONAL SECURITIES TRANSACTIONS

In keeping with its fiduciary obligations, Nuveen has instituted policies and procedures regarding the administration of access person trading. A Nuveen affiliate, or a particular group or department, may implement requirements or restrictions that are different than those generally outlined below. Unless an access person is notified, either in this document or by other means, his or her trading will be governed by the discussion below. Additionally, access persons may have the supplemental title “investment person” (see Section IX), and those persons are subject to additional restrictions to those imposed on access persons.

A. Preclearance

Preclearance is required for all securities transactions that are not specifically exempted. Preclearance requests are required to be entered through PTA, and approval must be received prior to the trade being made . Approval is good only on the business day in which it is received (i.e., you may not preclear a transaction after market close with the intention of making the trade on the next business day).

The following do not need to be precleared prior to trading:

•

Transactions in the Nuveen 401(k) plan unless the access person has elected to participate in the Charles Schwab self-directed 401(k) option, in which case that portion of the 401(k) is treated like any other brokerage account and all applicable preclearance requirements will apply.

•

Direct obligations of the United States Government or other sovereign issued debt (note that municipal securities and US government-sponsored enterprise issued securities such an Fannie Mae or Freddie Mac do need to be precleared );

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Shares issued by money market funds;

•

Shares issued by open-end funds (including Nuveen advised or sub-advised funds, however these transactions do need to be reported* );

•

Shares of unit investment trusts; and

•

Exchange traded/closed-end funds (including Nuveen advised or sub-advised products), however transactions in Nuveen advised or sub-advised products do need to be reported *, and preclearance is required for the following access persons ;

•

All Chicago based access persons and all non-Winslow Capital Management, Inc. (Winslow) Minneapolis based access persons must preclear all purchases, sales and exchanges of Nuveen advised/sub-advised closed-end funds, even though these transactions are exempted for non-Chicago and non-Minneapolis based access persons.

•

All Winslow access persons must preclear ALL closed-end funds, even if those funds are not advised or sub-advised by Nuveen.

•

Securities purchased, redeemed or exchanged as part of a systematic investment program, however the initial transaction must be precleared at the time the program is put into place ;

•

Securities acquired through dividends, dividend reinvestment programs, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

•

Securities acquired through the exercise of rights issued pro rata to all holders of a class of the issuer’s securities;

•

Securities acquired or disposed of due to non-volitional acts on the part of the access person (e.g., transactions that occur due to a security that is called); and

•

Securities transactions that occurred in managed accounts (note that a managed account is one in which the access person has no discretion in terms of individual securities to be acquired or disposed of).

•

Note that managed accounts are subject to restrictions, including those above and beyond preclearance, regarding IPOs (see Section V.B.), limited offerings (see Section V.C.), as well as Nuveen Closed-end Funds for all Chicago-based access persons and all non-Winslow Minneapolis based access persons (see Section V.G.).

*	From a practical standpoint, receiving duplicate confirms, either electronically or in paper form achieves the reporting, however the access person must personally ensure that the transactions are properly reflected in each quarterly transaction report.

Symphony Asset Management LLC access persons may not purchase individual equity, or municipal or corporate bonds, and all security sales are subject to preclearance based on the parameters outlined above

For more information on preclearance requirements see FAQ - Transactions to be Precleared in PTA.

B. Initial Public Offerings

No access person may purchase, directly or indirectly, for an account in which he or she has beneficial ownership, control, or trading authority, any security issued in an initial public offering.

This restriction also does apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, access persons are prohibited from the purchase of initial public offerings. (See the last bullet under Section V.A.)

C. Limited Offerings

No access person may purchase, directly or indirectly, for an account in which he has beneficial ownership, control, or trading authority any limited offering (also known as a private placement) without prior written approval from the appropriate compliance or legal officer. The decision to grant approval will take into consideration, among other factors, whether the investment opportunity appears inconsistent with any observed strategies and objectives of the access person. and whether the opportunity is available to the access person by virtue of his or her position with Nuveen.

This restriction also does apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, access persons are prohibited from the purchase of limited offerings without prior written approval from the appropriate compliance or legal officer. (See the last bullet under Section V.A.)

Approval to purchase a limited offering must be sought through the disclosure process in PTA.

D. Limit Orders and “Good ‘Til Canceled” Orders

Limit orders, if they are approved, may not be outstanding for longer than the business day on which they are approved. If the order is not filled and the access person still wishes to make the trade, approval must be received again via PTA every subsequent business day until the order is filled or canceled .

E. Securities Being Transacted in Nuveen Advised/Sub-advised Portfolios and/or Client Accounts

No access person may purchase or sell for an account in which he or she has beneficial ownership, control, or trading authority, any security subject to preclearance that, to his or her actual knowledge, is being purchased or sold, or being considered for purchase or sale, in a Nuveen advised/sub-advised portfolio and/or client account. This restriction includes transacting in equivalent or related securities and may limit your ability to use option and futures strategies. E.g., if shares of common stock of a company are being traded, debt instruments, preferred shares, foreign equivalent shares and options of the issuer are also restricted and may be required to expire worthless.

F. Additional Trading Restrictions for Investment Persons

In the event a portfolio or client account transacts within seven (7) days preceding or following an investment person’s transaction in the same (or related, or equivalent) security, the investment person may be required to dispose of the security and/or disgorge any profits associated with her or her transaction. Such disposal and/or disgorgement maybe required notwithstanding any prior written approval that had been granted.

If an investment person associated with any Nuveen managed account, including Nuveen Funds, has executed a transaction in a security for his or her own account and within seven (7) days thereafter such security is considered for purchase or sale by such Nuveen managed account, the investment person shall endeavor to submit a written memorandum to the investment person’s supervisor, the Director of Compliance, and the CCO (if applicable based on the affiliate) prior to the entering of the purchase or sale order for the Nuveen managed account. Such memorandum shall describe the circumstances underlying the consideration of such transaction for the managed account. However, if the time frame for acting upon the opportunity for the client account does not permit prior submission and review of the circumstances, the investment person must ultimately act for the benefit of the client account and submit the memorandum as soon as possible after the fact with the understanding that the result could be disgorgement of profit, or transacting at loss, in the investment person’s own account.

Based on such memorandum and other factors deemed relevant under the specific circumstances, the investment person’s supervisor, the Director of Compliance, and the CCO (if applicable), together shall have the authority to determine that the prior transaction by the investment person for his or her own account shall not be considered a violation. The Director of Compliance or his or her designee shall make and maintain a written record of any determination made under this section.

Please note that some investment persons are also Section 16 officers. See Section IV.D.3. above and Section V.J. below for more detailed information on Section 16 officers and their responsibilities under this Code.

Access and investment persons on the Nuveen Asset Management, LLC municipal team are specifically prohibited from transacting in any securities issued by state and local governmental entities (“Municipal Securities”), including but not limited to general obligation bonds, revenue bonds, industrial development bonds, and all other such securities in the universe available for potential client trading. This prohibition is notwithstanding any preapproval that may be obtained through PTA. Questions about making a personal securities transaction in a particular Municipal Security are to be directed to the Compliance Department.

Access and investment persons at NWQ Investment Management Company LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

Access and investment persons at Santa Barbara Asset Management, LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

G. Additional Trading Restrictions for All Chicago Based Access Persons and all non-Winslow Minneapolis Based Access Persons in Certain Closed-End Funds and Similarly Pooled Vehicles

No access person based in Chicago or Minneapolis (excluding Winslow), or working in Nuveen’s Closed-end Funds and Structured Products Group (or any successor group), regardless of location, may purchase or sell, directly or indirectly, for an account in which he or she has beneficial ownership, control, or trading authority, any common or preferred shares of any closed-end fund advised or sub-advised by Nuveen without prior written approval. This preclearance requirement also applies to common and preferred shares of any other exchange-listed investment product sponsored by Nuveen that is not a closed-end fund, including products issued by Nuveen Commodities Asset Management LLC.

These restrictions also do apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, these types of transactions require prior written approval from the appropriate compliance or legal officer. (See the last bullet under Section V.A.)

H. Frequent Trading in Shares of Open-end Funds

Access persons must adhere to the restrictions on frequent trading set forth in the registration statement of each fund advised and sub-advised by Nuveen. In general, the Funds’ policy limits an investor to four (4) “round trip” trades in a 12-month period, and also restricts the trading privileges of an investor who makes a round trip within a 30-day period when the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of an investor’s account. A round trip is the purchase and subsequent redemption of fund shares, including by exchange, and each side of a round trip may be comprised by either a single transaction or a series of closely spaced transactions.

I. Excessive or Abusive Trading

Excessive personal trading represents a potential conflict of interest as it may divert an access person’s attention from the responsibilities of his or her professional role. The determination of whether trading is excessive shall be made on a case-by-case basis, and an access person may be instructed to reduce the amount of, or cease, his or her trading activity. In addition to excessive trading, abusive practices, such as market timing, late trading, and other inappropriate activities, are prohibited.

Winslow Capital Management, Inc. access persons are subject to a more specific parameter regarding the number of trades that may be made within a particular time frame. Additionally, Winslow access persons have a stated required holding period that applies to the purchase and sale, or sale and purchase, of every security.

J. Transactions by Section 16 Officers

Prior written approval is required for any access person, officer or director of Nuveen who is subject to Section 16 of the Securities Exchange Act of 1934 by virtue of his or her position with a fund advised or sub-advised by Nuveen to purchase or sell common or preferred shares in a fund for which he or she is a Section 16 officer. Please see Section IV.D.3. above for further detail on Section 16 officers. This approval must be received before the transaction may be made in any account in which he or she has beneficial ownership, control, or trading authority. In addition, the Section 16 officer is personally responsible for immediately reporting transaction details to Legal and Compliance so that necessary regulatory filings may be made. Preclearance and reporting through PTA is NOT sufficient for these purposes.

K. Transactions by Non-Interested Directions of Nuveen Funds

Non-interested directors may not purchase or sell common or preferred shares of a Nuveen closed-end fund with out prior written approval. This approval process occurs outside of the PTA system.

Non-interested directors may purchase or sell securities which are eligible for purchase or sale by a Nuveen fund, including securities in an initial public offering or limited offering, without prior written approval, unless he or she has actual knowledge that the security is being purchased or sold, or is being considered for purchase or sale, by a Nuveen fund.

In the event that a non-interested director does purchase or sell a security that he or she knew was being transacted, or considered for transaction, by a Nuveen fund, reporting may be required. See Section IV. D. 4. (previous in this document) for more information.

VI.

INSIDER TRADING

Nuveen has adopted policies and procedures designed to detect and prevent insider trading and to preserve confidential information. The policies and procedures prohibit access persons from trading, either personally or on behalf of clients or others, on the basis of material nonpublic information in violation of the law. These prohibitions apply to every access person, and to all activities, both within and outside of an individual’s duties at Nuveen.

A. Insider Trading Determination

The term “insider trading” is not defined in the federal securities laws, but for purposes of this Code means to trade in securities (whether or not the person making the trade is an “insider”) while in possession of material nonpublic information relating to such securities or the issuer of such securities. Additionally, while there is no specific futures or commodity rule that addresses insider trading, that type of activity is considered to be covered generally under the provisions that require observance of high standards of commercial honor and just and equitable principals of trade in the conduct of the member’s business.

Communication of material non-public information to others, either inside or outside Nuveen, is prohibited except for discussions designed to assess such information with supervisors in conjunctions with discussions with designated legal or compliance officers. While the law concerning insider trading is not static, the following activities are generally understood to be prohibited:

•

Trading by an insider while in possession of material nonpublic information;

•

Trading by a non-insider while in possession of material nonpublic information where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential, or was misappropriated; and

•

Communicating material nonpublic information to others.

B. Insider Status

The concept of an “insider” is broad and includes officers and employees of a company or other entities, such as a municipality. Additionally, a person can be a “temporary insider” if he or she enters into a relationship in the conduct of the entity’s affairs and therefore is given access to information solely for the company’s purposes. A temporary insider can include, among others, attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.

C. Material Nonpublic Information

“Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that officers and access persons should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Trading on inside information is not a basis for liability unless the information is material.

Information is “nonpublic” until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, Bloomberg, Bond Buyer, Munifacts, or other publications in general circulation, or available through online sources would be considered public.

D. Identifying and Reporting Potential Inside Information

Before trading for yourself or others, including client accounts and fund accounts you manage or advise in securities of an entity about which you may have potential inside information, ask yourself the following questions:

•

Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed?

•

Is the information nonpublic? To whom has the information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you:

•

May not purchase or sell the securities on behalf of yourself or others, including client accounts and fund accounts you manage or advise;

•

Must immediately report the matter to the Director of Compliance or CCO of the affiliated entity (if applicable); and

•

May not communicate the information inside or outside of Nuveen to anyone other than a designated compliance or legal officer.

After the compliance or legal officer has considered the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be permitted to trade and communicate the information, depending upon the outcome of the review. Until you receive direction from the compliance or legal officer, you may not take any action with regard to the proposed transaction or communication of information.

All questions regarding Nuveen’s policies and procedures to prevent insider trading should be referred the Director of Compliance or CCO of the affiliated entity (if applicable).

VII.

ADMINISTRATION AND ENFORCEMENT

A. Approval of the Code

This Code has been approved by Nuveen, the Board of Directors of the Nuveen Open-End Funds and Closed-End Funds, and the board of directors or trustees of other funds for which a Nuveen affiliated entity serves as an adviser or sub-adviser. Nuveen approval also applies to the Nuveen Defined Portfolios, for which Nuveen served as the principal underwriter or depositor .Material amendments must all be approved by such funds boards (or principal underwriter or depositor in the case of a unit investment trust) within six months of the amendment.

B. Reporting to the Fund Boards

Nuveen or the applicable affiliated entity must provide an annual written report to the board of directors of any Nuveen Fund or other fund (other than a unit investment trust) for which a Nuveen affiliated entity serves as an adviser or sub-adviser. This report must:

•

Certify that procedures have been adopted that are reasonably necessary to prevent access persons from violating the Code, and

•

Describe any material issues arising under the Code or procedures thereunder since the last report, including, but not limited to, information about material violations of the Code or procedures thereunder and sanctions imposed in response to such violations.

C. Violations

Nuveen and each Nuveen fund must use reasonable diligence and institute procedures reasonably necessary to prevent violations of this code. Access persons must report violations of the Code promptly to the Director of Compliance or CCO of the affiliated entity (if applicable). Such reports will be treated confidentially to the extent permitted by law, and investigated promptly.

D. Sanctions for Violations of the Code

Access persons may be subject to sanctions for violations of specific provisions or general principals of the Code. Literal compliance with specific provisions of the Code will not shield an access person from liability for conduct that violates the spirit of the Code.

Violations will be reviewed and sanctions determined by the General Counsel of Nuveen, the Director of Compliance, the CCO of the affiliated entity (if applicable), or their designee(s).

Factors which may be considered when determining an appropriate sanction include, but are not limited to:

•

Whether the act or omission was intentional or voluntary;

•

Harm to a fund, portfolio, or client account;

•

Extent of unjust enrichment;

•

Frequency of occurrence;

•

Degree to which there is personal benefit from unique knowledge obtained through an access person’s position within Nuveen or an affiliated entity;

•

Evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

•

Level of accurate, honest and timely cooperation from the access person subject to the Code.

Sanctions which may be imposed include, but are not limited to:

•

Written warning;

•

Restriction of trading privileges;

•

Disgorgement of trading profits;

•

Fines; and/or

•

Suspension or termination of employment.

Material violations by non-interested directors of a Nuveen Fund may be reviewed and sanctions determined by other non-interested directors of such Fund or a committee thereof.

E. Form ADV Disclosure

Each affiliated entity that is an investment adviser must include on Schedule F of Part II of its Form ADV a description of the Code and a statement that such entity will provide a copy of the Code to any client or prospective client upon request.

F. Interpretation of the Code and the Granting of Waivers

Questions regarding the interpretation or applicability of the provisions of this Code should be directed to the Director of Compliance, the CCO of an affiliated entity, a designated legal or compliance officer of the applicable affiliate, or an appointed designee.

Exceptions may be made, on a case-by-case basis, to any of the provisions of this Code upon concluding that the exception is warranted. This evaluation shall include a determination that no client or firm portfolio is likely to be disadvantaged or otherwise adversely affected by the exception, and documentation must be created and maintained regarding the exception.

VIII.

RECORDKEEPING

Nuveen will maintain the following records in a readily accessible place in accordance with Rule 204-2 under the Investment Advisers Act of 1940 and with Rule 17j-1(f) under the Investment Company Act of 1940.

•

A copy of each Code that has been in effect at any time in the past seven years;

•

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

•

A list of the names of persons who are currently, or within the past five years were, access persons;

•

A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person,

•

Holdings and transaction reports made pursuant to the Code, including any brokerage confirmation(s) and/or account statement(s) submitted in lieu of those reports;

•

A record of any decision and supporting reason for approving the acquisition of securities by access persons in initial public offerings or limited offerings for at least five years after the end of the fiscal year in which approval was granted;

•

A record of any decision that grants an access person an exception to the Code;

•

A record of persons responsible for reviewing access persons’ reports currently or during the last five years; and

•

A copy of reports provided to a fund’s board of directors regarding the Code.

IX.

DEFINITIONS

A. Access Peron

This standard is more restrictive than Rule 204A-1(e)(1) under the Investment Advisers Act of 1940 and/or Rule 17j-1(a)(2) under the Investment Company Act of 1940.

Note that the non-interested directors and trustees are not included in this definition, but where those parties have an obligation under this Code it is specifically mentioned in the document.

B. Automatic Investment Plan

“Automatic investment plan” means a program in which regular periodic purchases, withdrawals or exchanges are made automatically into or from investment accounts or securities in accordance with a predetermined schedule and allocation. Dividend reinvestment plans are also included in this definition.

C. Beneficial Ownership and Pecuniary Interest

“Beneficial ownership” means having or sharing a direct or indirect “pecuniary interest” in a security, which offers the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. This may arise through a contract, arrangement, understanding, relationship or otherwise.

The pecuniary interest standard looks beyond the record owner of securities, and as a result the definition of beneficial interest is very broad and encompasses many scenarios that may not ordinarily be thought to confer a pecuniary interest in, or ownership of, securities. Some examples include:

•

Family Holdings – You are deemed to have beneficial ownership of securities held by members of your immediate family sharing the same household with you. Your “immediate family” includes any spouse, domestic partner, child or stepchild, or other relative who shares your home, or, although not living in your home, is economically dependent on you.

•

Partnership and Corporate holdings – You are deemed to have beneficial ownership of securities held by an entity you directly or indirectly control. If you are a limited partner in a partnership, you will generally not be deemed to have beneficial ownership of securities held by the entity, provided that you do no own a controlling voting interest in the partnership. If you own or otherwise control a corporation, limited liability company or other legal entity, or if the entity is your “alter ego” or “personal holding company,” you will be deemed to have beneficial ownership of such entity’s securities.

•

Trusts – You are deemed to have beneficial ownership of securities held by a trust if you control the trust or if you have the ability to prompt, induce, or otherwise effect transactions in securities held by the trust. For example, you have beneficial ownership if you are the trustee and/or if you or members of your immediate family (as defined above) have a monetary interest in the trust, whether as to principal or income; you are a settler of the trust; or if you have the power to revoke the trust without obtaining the consent of others.

•

Investment Clubs – You are deemed to beneficially own securities held by an investment club of which you or a member of your immediate family (as defined above) is a participant. Membership in investment clubs must be preapproved by the Director of Compliance or CCO of the affiliated entity (if applicable), and this account is treated in the same manner as any other personal brokerage account, including the preclearance and reporting requirements, and that the account be held at a approved brokerage firm.

•

Financial Power of Attorney – You are deemed to beneficially own securities held in any account over which you have financial power of attorney.

D. Control

“Control” of an entity means having the power to exercise a controlling influence over the management of policies of the entity, unless such power is solely the result of an official position with such entity, and a control relationship exists when an entity controls, or is controlled by, or is under common control with, another entity. Any person who owns beneficially, either directly or through one or more controlled entities, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such entity. A natural person shall be presumed not to be a controlled person.

E. Domestic Partner

“Domestic Partnership” is a legal or personal relationship between two individuals who live together and share a common domestic life but are neither joined by marriage nor a civil union.

F. Fund

“Fund” means an investment company registered under the Investment Company Act of 1940.

G. Initial Public Offering

“Initial Public Offering” (IPO) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

H. Investment Person

“Investment person” means an access person who (i) in connection with his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities for a fund, portfolio, or client account, or (ii) is a natural person in a control relationship with Nuveen and obtains information concerning recommendations made to a fund, portfolio, or client account. The category of investment persons includes, but is not limited to, portfolio managers, portfolio assistants, securities analysts, traders, or any other persons designated as such by Nuveen or any affiliated entity.

I. Limited Offering

“Limited offering,” also known as a “private placement,” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6), or pursuant to Rules 504, 505, or 506 under the Act.

J. Non-Interested Director

“Non-interested director” means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

K. Nuveen Fund

“Nuveen Fund” means any fund for which a Nuveen affiliate serves as the investment adviser or subadviser and for which Nuveen Investments, LLC serves as principal underwriter or as a member of the underwriting syndicate. A Nuveen Fund is any Nuveen Defined Portfolio, Nuveen Closed-End Fund, Nuveen Open-End Fund or Nuveen Commodities Asset Management LLC Fund.

L. Purchase or Sale of a Security

“Purchase or sale of a security” includes not only the acquisition and disposition of a specific security, but also, among other things, the purchase or writing of an option, and the acquisition and disposition of any instrument whose value is derived from the value of that specific security.

M. PTA

“PTA” refers to the Sungard Protegent Personal Trade Assistant System, which Nuveen has instituted to facilitate a variety of functions, including trade preclearance, reporting, certifications, and disclosures.

N. Reportable Security

“Reportable security” means any security except:

•

Direct obligations of the U.S. government;

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Money market funds; and

•

Open-end funds that are not advised or sub-advised by Nuveen.

O. Section 16 Officer

“Section 16 Officer” means every person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Section 16 officers include officers or directors of the issuer of such security, and those who perform a policy-making function for the issuer. See Section 16 of the Securities Exchange Act of 1934. The Nuveen Fund Board approves the list of Section 16 Officers for the Nuveen Funds on an annual basis. This list is maintained in the Legal Department in Chicago and includes portfolio managers, traders, and other access persons responsible for making policy related decisions.

P. Security

“Security” means any means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Without limiting the foregoing, a security also includes any instrument whose value is derived from the value of another security.

Q. Security Held or to be Acquired by a Nuveen Fund

“Security held or to be acquired by a Nuveen fund” means any reportable security which, within the most recent 15 days is, or has been, held by the fund, or is being, or has been, considered by the fund or its investment adviser for purchase by the fund, and any option to purchase or sell, and any security convertible into or exchangeable for, such a reportable security.

*** END ***

Appendix A

As of 6/30/11 the affiliated entities are:

Nuveen Asset Management, LLC

Nuveen Commodities Asset Management, LLC

Nuveen Fund Advisors, Inc.

Nuveen HydePark Group, LLC

Nuveen Investment Solutions, Inc.

Nuveen Securities, LLC

Nuveen Investments Advisers Inc.

Nuveen Investments Canada Co.

NWQ Investment Management Company, LLC

Tradewinds Global Investors, LLC

Santa Barbara Asset Management, LLC

Symphony Asset Management LLC

Winslow Capital Management, Inc.

Appendix B

Funds Advised or Sub-Advised by a Nuveen Subsidiary as of 06/30/2011

Nuveen Municipal Trust

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Municipal Bond Fund

Nuveen All-American Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

Nuveen High Yield Municipal Bond Fund

Nuveen Inflation Protected Municipal Bond Fund

Nuveen Multistate Trust I

Nuveen Arizona Municipal Bond Fund

Nuveen Colorado Municipal Bond Fund

Nuveen Municipal Bond Fund 2

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 Municipal Bond Fund 2

Nuveen Connecticut Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund

Nuveen Massachusetts Municipal Bond Fund 2

Nuveen New Jersey Municipal Bond Fund

Nuveen New York Municipal Bond Fund

Nuveen New York Municipal Bond Fund 2

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 Multi-Manager Large-Cap Value Fund

Nuveen Moderate Allocation Fund

Nuveen Conservative Allocation Fund

Nuveen Growth Allocation Fund

Nuveen NWQ Large-Cap Value Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen NWQ Small Cap Value Fund

Nuveen NWQ Small/Mid-Cap Value Fund

Nuveen NWQ Equity Income Fund

Nuveen Tradewinds Value Opportunities Fund

Nuveen U.S. Equity Completeness Fund

Nuveen Investment Trust II

Nuveen Santa Barbara Global Growth Fund

Nuveen Santa Barbara Growth Fund

Nuveen Santa Barbara International Equity Fund

Nuveen Santa Barbara Dividend Growth Fund

Nuveen Santa Barbara Growth Plus Fund

Nuveen Symphony International Equity Fund

Nuveen Symphony Large-Cap Growth Fund

Nuveen Symphony Large-Cap Value Fund

Nuveen Symphony Mid-Cap Core Fund

Nuveen Symphony Optimized Alpha Fund

Nuveen Symphony Small-Mid Cap Core Fund

Nuveen Tradewinds Global All-Cap Fund

Nuveen Tradewinds International Value Fund

Nuveen Tradewinds Global Resources Fund

Nuveen Tradewinds Global All-Cap Plus Fund

Nuveen Tradewinds Global Flexible Allocation Fund

Nuveen Tradewinds Emerging Markets Fund

Nuveen Tradewinds Japan Fund

Nuveen Winslow Large-Cap Growth Fund

Nuveen Investment Trust III

Nuveen Multi-Strategy Core Bond Fund

Nuveen High Yield Bond Fund

Nuveen Short Duration Bond Fund

Nuveen Symphony Credit Opportunities Fund

Nuveen Symphony Floating Rate Income Fund

Nuveen Investment Trust V

Nuveen Preferred Securities Fund

Nuveen NWQ Preferred Securities Fund

Nuveen Managed Accounts Portfolios Trust

Municipal Total Return Managed Accounts Portfolio

Enhanced Multi-Strategy Income Managed Accounts Portfolio

First American Investment Funds, Inc.

Nuveen California Tax Free Fund

Nuveen Colorado Tax Free Fund

Nuveen Core Bond Fund

Nuveen Equity Income Fund

Nuveen Equity Index Fund

Nuveen Global Infrastructure Fund

Nuveen High Income Bond Fund

Nuveen Inflation Protected Securities Fund

Nuveen Intermediate Government Bond Fund

Nuveen Intermediate Tax Free Fund

Nuveen Intermediate Term Bond Fund

Nuveen International Fund

Nuveen International Select Fund

Nuveen Large Cap Growth Opportunities Fund

Nuveen Large Cap Select Fund

Nuveen Large Cap Value Fund

Nuveen Mid Cap Growth Opportunities Fund

Nuveen Mid Cap Index Fund

Nuveen Mid Cap Select Fund

Nuveen Mid Cap Value Fund

Nuveen Minnesota Intermediate Tax Free Fund

Nuveen Minnesota Tax Free Fund

Nuveen Missouri Tax Free Fund

Nuveen Nebraska Tax Free Fund

Nuveen Ohio Tax Free Fund

Nuveen Oregon Intermediate Tax Free Fund

Nuveen Quantitative Enhances Core Equity Fund

Nuveen Real Estate Securities Fund

Nuveen Short Tax Free Fund

Nuveen Short Term Bond Fund

Nuveen Small Cap Growth Opportunities Fund

Nuveen Small Cap Index Fund

Nuveen Small Cap Select Fund

Nuveen Small Cap Value Fund

Nuveen Tactical Market Opportunities Fund

Nuveen Tax Free Fund

Nuveen Total Return Bond Fund

First American Strategy Funds, Inc.

Nuveen Strategy Aggressive Growth Allocation Fund

Nuveen Strategy Balanced Allocation Fund

Nuveen Strategy Conservative Allocation Fund

Nuveen Strategy Growth Allocation Fund

Other Funds

Advance Tradewinds Global Equities Fund

American Beacon Funds

AssetMark Tax-Exempt Fixed Income Fund

AXA Premier VIP Trust Multi-Manager Mid-Cap Value

CIBC Imperial Equity Pool

CIBC Renaissance Canadian Core Value Fund

CIBC Renaissance Global Value Fund

Columbia Multi-Advisor International Value Fund

Defined Strategy Fund Inc

Dow 30 Enhanced Premium & Dividend Income Fund

Dow 30 Premium & Dividend Income Fund Inc

Exemplar Global Opportunities Portfolio-Canadian

Global Income & Currency Fund

Guidestone International Equity Fund (dedicated Emerging Markets)

HSBC Investor Growth Portfolio

HSBC Investor Value Portfolio

ING International Value Choice Fund

ING Value Choice Fund

ING Global Value Choice Fund

Integra Capital Limited– NWQ US Large Cap Value Fund

JP Morgan Access Balance Fund

JP Morgan Access Growth Fund

Leith Wheeler International Equity Plus Fund-Canadian

Mainstay Large Cap Growth Fund

Mainstay Variable Product Large Cap Growth Fund

MD Physicians Services Inc Fund

MGI Large Cap Growth Equity Fund

MGI US Small/Mid-Cap Value Equity Fund

MLIG Roszel/Santa Barbara Conservative Growth Portfolio

MLP & Strategic Equity Fund Inc

MTB Large Cap Value Fund I

NASDAQ Premium Income & Growth Fund

Nationwide Variable Insurance Trust Fund

New Covenant Growth Fund

Northern Trust Multi-Manager International Equity Fund

Northern Trust Multi-Manager Large Cap Value Fund

Riversource Variable Series Trust Fund

RMB Global Emerging Markets Equity Fund

Russell Global Equity Fund

Russell Global Opportunities Fund

Russell World Equity Fund

Russell World Equity Fund II

SEI Global Developed Markets Equity Fund

SEI International Equity Fund (SIT)

SEI International Equity Fund (SIIT)

SEI Investments Canada Company-EAFE Equity Fund

Strategic Advisers Growth Fund

USAA Aggressive Growth Fund

Wilshire Small Company Value Fund

NUVEEN EXCHANGE-TRADED FUNDS (closed-end)

NON-LEVERAGED MUNI FUNDS


		TICKER SYMBOLS
1.	Nuveen Municipal Value Fund, Inc.		NUV
2.	Nuveen California Municipal Value Fund, Inc.		NCA
3.	Nuveen New York Municipal Value Fund, Inc.		NNY
4.	Nuveen Municipal Income Fund, Inc.		NMI
5.	Nuveen Municipal Value Fund 2		NUW
6.	Nuveen California Municipal Value Fund 2		NCB
7.	Nuveen New Jersey Municipal Value Fund		NJV
8.	Nuveen New York Municipal Value Fund 2		NYV
9.	Nuveen Pennsylvania Municipal Value Fund		NPN
10.	Nuveen Select Maturities Municipal Fund		NIM
11.	Nuveen Select Tax-Free Income Portfolio		NXP
12.	Nuveen Select Tax-Free Income Portfolio 2		NXQ
13.	Nuveen California Select Tax-Free Income Portfolio		NXC
14.	Nuveen New York Select Tax-Free Income Portfolio		NXN
15.	Nuveen Select Tax-Free Income Portfolio 3		NXR

TAXABLE CLOSED-END FUNDS

1.	Nuveen Real Estate Income Fund		JRS
2.	Nuveen Quality Preferred Income Fund		JTP
3.	Nuveen Quality Preferred Income Fund 2		JPS
4.	Nuveen Quality Preferred Income Fund 3		JHP
5.	Nuveen Multi-Strategy Income and Growth Fund		JPC
6.	Nuveen Multi-Strategy Income and Growth Fund 2		JQC
7.	Nuveen Diversified Dividend and Income Fund		JDD
8.	Nuveen Tax-Advantaged Total Return Strategy Fund		JTA
9.	Nuveen Tax-Advantaged Floating Rate Fund		JFP
10.	Nuveen Tax-Advantaged Dividend Growth Fund		JTD
11.	Nuveen Equity Premium Income Fund		JPZ
12.	Nuveen Equity Premium Opportunity Fund		JSN
13.	Nuveen Equity Premium Advantage Fund		JLA
14.	Nuveen Equity Premium and Growth Fund		JPG
15.	Nuveen Global Government Enhanced Income Fund		JGG
16.	Nuveen Global Value Opportunities Fund		JGV
17.	Nuveen Core Equity Alpha Fund		JCE
18.	Nuveen Multi-Currency Short-Term Government Income Fund		JGT
19.	Nuveen Mortgage Opportunity Term Fund		JLS
20.	Nuveen Mortgage Opportunity Term Fund 2		JMT
21.	Nuveen Build America Bond Fund		NBB
22.	Nuveen Build America Bond Opportunity Fund		NBD
23.	Nuveen Energy MLP Total Return Fund		JMF
24.	Nuveen Short Duration Credit Opportunities		JSD

SENIOR LOAN FUNDS

1.	Nuveen Senior Income Fund		NSL
2.	Nuveen Floating Rate Income Fund		JFR
3.	Nuveen Floating Rate Income Opportunity Fund		JRO

IQ (Merrill) Funds, now advised by Nuveen, previously managed by IQ Investment Advisors LLC


1.	Dow 30SM Premium & Dividend Income Fund Inc. (NYSE: DPD)	DPD
2.	Dow 30SM Enhanced Premium & Income Fund Inc. (NYSE:DPO)	DPO
3.	Global Income & Currency Fund (NYSE:GCF)	GCF
4.	MLP & Strategic Equity Fund Inc. (NYSE:MTP)	MTP
5.	NASDAQ Premium Income & Growth Fund Inc. (NASDAQ: QQQX)	QQQX

LEVERAGED MUNICIPAL FUNDS

1.	Nuveen Premium Income Municipal Fund, Inc.	NPI
2.	Nuveen Performance Plus Municipal Fund, Inc.	NPP
3.	Nuveen California Performance Plus Municipal Fund, Inc.	NCP
4.	Nuveen New York Performance Plus Municipal Fund, Inc.	NNP
5.	Nuveen Municipal Advantage Fund, Inc.	NMA
6.	Nuveen Municipal Market Opportunity Fund, Inc.	NMO
7.	Nuveen California Municipal Market Opportunity Fund, Inc.	NCO
8.	Nuveen Investment Quality Municipal Fund, Inc.	NQM
9.	Nuveen California Investment Quality Municipal Fund, Inc.	NQC
10.	Nuveen New York Investment Quality Municipal Fund, Inc.	NQN
11.	Nuveen Insured Quality Municipal Fund, Inc.	NQI
12.	Nuveen New Jersey Investment Quality Municipal Fund, Inc.	NQJ
13.	Nuveen Pennsylvania Investment Quality Municipal Fund	NQP
14.	Nuveen Select Quality Municipal Fund, Inc.	NQS
15.	Nuveen California Select Quality Municipal Fund, Inc.	NVC
16.	Nuveen New York Select Quality Municipal Fund, Inc.	NVN
17.	Nuveen Quality Income Municipal Fund, Inc.	NQU
18.	Nuveen Insured Municipal Opportunity Fund, Inc.	NIO
19.	Nuveen Michigan Quality Income Municipal Fund, Inc.	NUM
20.	Nuveen Ohio Quality Income Municipal Fund, Inc.	NUO
21.	Nuveen Texas Quality Income Municipal Fund	NTX
22.	Nuveen California Quality Income Municipal Fund, Inc.	NUC
23.	Nuveen New York Quality Income Municipal Fund, Inc.	NUN
24.	Nuveen Premier Municipal Income Fund, Inc.	NPF
25.	Nuveen Premier Insured Municipal Income Fund, Inc.	NIF
26.	Nuveen Premium Income Municipal Fund 2, Inc.	NPM
27.	Nuveen Arizona Premium Income Municipal Fund, Inc.	NAZ
28.	Nuveen Insured California Premium Income Municipal Fund, Inc.	NPC
29.	Nuveen Michigan Premium Income Municipal Fund, Inc.	NMP
30.	Nuveen New Jersey Premium Income Municipal Fund, Inc.	NNJ
31.	Nuveen Insured New York Premium Income Municipal Fund, Inc.	NNF
32.	Nuveen Premium Income Municipal Fund 4, Inc.	NPT
33.	Nuveen Insured California Premium Income Municipal Fund 2, Inc.	NCL
34.	Nuveen Maryland Premium Income Municipal Fund	NMY
35.	Nuveen Massachusetts Premium Income Municipal Fund	NMT
36.	Nuveen Pennsylvania Premium Income Municipal Fund 2	NPY
37.	Nuveen Virginia Premium Income Municipal Fund	NPV
38.	Nuveen Connecticut Premium Income Municipal Fund	NTC
39.	Nuveen Georgia Premium Income Municipal Fund	NPG
40.	Nuveen Missouri Premium Income Municipal Fund	NOM
41.	Nuveen North Carolina Premium Income Municipal Fund	NNC
42.	Nuveen California Premium Income Municipal Fund	NCU
43.	Nuveen Insured Premium Income Municipal Fund 2	NPX
44.	Nuveen California Dividend Advantage Municipal Fund	NAC
45.	Nuveen New York Dividend Advantage Municipal Fund	NAN
46.	Nuveen Dividend Advantage Municipal Fund	NAD
47.	Nuveen Arizona Dividend Advantage Municipal Fund	NFZ


48.	Nuveen Connecticut Dividend Advantage Municipal Fund	NFC
49.	Nuveen Maryland Dividend Advantage Municipal Fund	NFM
50.	Nuveen Massachusetts Dividend Advantage Municipal Fund	NMB
51.	Nuveen North Carolina Dividend Advantage Municipal Fund	NRB
52.	Nuveen Virginia Dividend Advantage Municipal Fund	NGB
53.	Nuveen Dividend Advantage Municipal Fund 2	NXZ
54.	Nuveen California Dividend Advantage Municipal Fund 2	NVX
55.	Nuveen New Jersey Dividend Advantage Municipal Fund	NXJ
56.	Nuveen New York Dividend Advantage Municipal Fund 2	NXK
57.	Nuveen Ohio Dividend Advantage Municipal Fund	NXI
58.	Nuveen Pennsylvania Dividend Advantage Municipal Fund	NXM
59.	Nuveen Dividend Advantage Municipal Fund 3	NZF
60.	Nuveen California Dividend Advantage Municipal Fund 3	NZH
61.	Nuveen Georgia Dividend Advantage Municipal Fund	NZX
62.	Nuveen Maryland Dividend Advantage Municipal Fund 2	NZR
63.	Nuveen Michigan Dividend Advantage Municipal Fund	NZW
64.	Nuveen Ohio Dividend Advantage Municipal Fund 2	NBJ
65.	Nuveen North Carolina Dividend Advantage Municipal Fund 2	NNO
66.	Nuveen Virginia Dividend Advantage Municipal Fund 2	NNB
67.	Nuveen Insured Dividend Advantage Municipal Fund	NVG
68.	Nuveen Insured California Dividend Advantage Municipal Fund	NKL
69.	Nuveen Insured New York Dividend Advantage Municipal Fund	NKO
70.	Nuveen Arizona Dividend Advantage Municipal Fund 2	NKR
71.	Nuveen Connecticut Dividend Advantage Municipal Fund 2	NGK
72.	Nuveen New Jersey Dividend Advantage Municipal Fund 2	NUJ
73.	Nuveen Ohio Dividend Advantage Municipal Fund 3	NVJ
74.	Nuveen Pennsylvania Dividend Advantage Municipal Fund 2	NVY
75.	Nuveen Arizona Dividend Advantage Municipal Fund 3	NXE
76.	Nuveen Connecticut Dividend Advantage Municipal Fund 3	NGO
77.	Nuveen Georgia Dividend Advantage Municipal Fund 2	NKG
78.	Nuveen Maryland Dividend Advantage Municipal Fund 3	NWI
79.	Nuveen North Carolina Dividend Advantage Municipal Fund 3	NII
80.	Nuveen Insured Tax-Free Advantage Municipal Fund	NEA
81.	Nuveen Insured California Tax-Free Advantage Municipal Fund	NKX
82.	Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund	NGX
83.	Nuveen Insured New York Tax-Free Advantage Municipal Fund	NRK
84.	Nuveen Municipal High Income Opportunity Fund	NMZ
85.	Nuveen Municipal High Income Opportunity Fund 2 (not leveraged at this time)	NMD
86.	Nuveen Enhanced Municipal Value Fund (not leveraged at this time)	NEV

NYSE listed commodity pool:


Nuveen Diversified Commodity Fund			CFD

Funds advised by FAF Advisors, sub-advised by Nuveen Asset Management, LLC:


American Municipal Income Portfolio Inc.			XAA
Minnesota Municipal Income Portfolio Inc.			MXA
First American Minnesota Municipal Income Fund II, Inc.			MXN
American Income Fund, Inc.			MRF
American Strategic Income Portfolio Inc.			ASP
American Strategic Income Portfolio Inc. — II			BSP
American Strategic Income Portfolio Inc. — III			CSP
American Select Portfolio Inc.			SLA

Updated 06/30/2011

SPECTRUM ASSET MANAGEMENT, INC.

CODE OF ETHICS

Table of Contents

Statement of Purpose and General Principles

II.

Definitions

III.

Rules for Personal Transactions

IV.

Personal Securities Transaction Reporting

Campaign Contributions

VI.

Sanctions for Violation of the Code of Ethics

VII.

Monitoring of Personal Securities Transactions

VIII.

Certification of Compliance with the Code

IX.

Books and Records to be Maintained

Whom Do I Contact?

Exhibits

Statement of Purpose and General Principles

This Code of Ethics (“ Code ”) is adopted in compliance with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “ Advisers Act ”) and where relevant Rule 17j-1 of the Investment Company Act of 1940 (the “ 40 Act ” ), to effectuate the purposes and objectives of those rules.

The purpose of the Code is to prevent conflicts of interest which may exist, or appear to exist, if persons associated with Spectrum Asset Management, Inc. (“ SAMI” or “Spectrum”) ) were to:

•

own or engage in transactions involving Securities (as defined below) that are owned or are being purchased or sold or are being considered for purchase or sale for the accounts of clients of SAMI;

•

participate in other business activities outside of SAMI which may cause, or appear to cause, conflicts of interest.

Central to this Code is the principle that employees of SAMI will adhere to the highest ethical standards and will act in accordance with the following fiduciary principles:

•

The duty at all times to place the interests of clients first;

•

The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code of Ethics and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility;

•

The principle that investment adviser personnel should not take inappropriate advantage of their positions;

•

The fiduciary principle that information concerning the identity of security holdings and financial circumstances of clients is confidential; and

•

The principle that independence in the investment decision-making process is paramount.

As part of this requirement for high ethical standards, employees are expected to conduct themselves in a manner, which does not:

•

defraud clients in any way;

•

mislead clients, including making a statement that omits material facts;

•

engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

•

engage in any manipulative practice with respect to a client; or

•

engage in any manipulative practice with respect to securities, including price manipulation.

II. Definitions

Security: Shall have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act, and shall include all fixed income securities, equity securities, securities based on indices, shares, futures, options and limited or private placement securities. (See “Reportable Security”)

Access Person : For purposes of the Code, all employees of SAMI are deemed Access Persons.

Being Considered for Purchase or Sale : A Security is being considered for purchase or sale when a Portfolio Manager views the purchase or sale of a Security for a client account as probable. The phrase “purchase or sale of a Security” includes the writing of an option to purchase or sell a Security or the purchase of an option to purchase or sell a Security.

Beneficial Ownership : “Beneficial Ownership” shall be interpreted in the same manner as in determining whether a person is the beneficial owner of a Security for purposes of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder. For example, the term “Beneficial Ownership” encompasses:

•

in addition to Securities in a person’s own account(s), Securities owned by members of the person’s immediate family (including any relative by blood or marriage living in the employee’s household) sharing the same household;

•

a domestic partner;

•

any account in which he or she has a direct or indirect beneficial interest (such as a trust);

•

a partner’s proportionate interest in the portfolio of Securities held by a partnership (e.g. an investment club); and

•

Securities a person might acquire or dispose of through the exercise or conversion of any derivative security (e.g. an option, whether presently exercisable or not).

Reportable Fund: Any fund for which SAMI serves as an investment adviser or sub-adviser or any fund whose investment adviser or principal underwriter controls SAMI, is controlled by SAMI, or is under common control with SAMI.

Reportable Security: Means any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Investment Advisers Act. The term “reportable security” is very broad and includes items you might not ordinarily think of as “securities,” such as:

•

Options on securities, on indexes, and on currencies;

•

All types of limited partnerships;

•

Foreign unit trusts and foreign mutual funds; and

•

Private investment funds, hedge funds, and investment clubs.

Exempt Securities : The following securities are not included in the definition of reportable security:

•

Holdings in direct obligations of the Government of the United States;

•

Bankers’ acceptances, bank, thrift, credit union deposits, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Shares of money market funds;

•

Shares issued by open-end funds other than reportable funds; and

•

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

Exempt Transactions :

•

Open-end investment company shares other than shares of investment companies advised by the firm or its affiliates or sub-advised by the firm;

•

Purchases or sales of direct obligations of the U.S. Government or Government agencies; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Purchases or sales affected in any account over which the party has no direct or indirect influence or control (e.g., assignment of management discretion in writing to another party). Employees will be assumed to have influence or control over transactions in managed accounts they Beneficially Own unless they have certified otherwise in their Initial Holdings Report, Quarterly Transaction and Annual Holdings Reports:

•

Purchases or sales that are non-volitional on the part of either the individual involved or a managed fund or managed account client, for example, securities obtained through inheritance or gift, assignment of options or exercise of an option at expiration;

•

Purchases which are part of an automatic dividend reinvestment plan or similar automatic periodic investment process or when issued pro rata to all holders of a class of securities, such as stock splits, stock dividends or the exercise of rights, warrants or tender offers. However, these transactions should be reported by Access Persons in their Quarterly Transaction and Annual Holdings Reports once acknowledgement of the transaction is received.

III. Rules for Personal Transactions

Transactions in Principal mutual funds, Principal stock, and investments in the Principal 401k – Must hold for 30 Days

The following rule applies to transactions in Principal mutual funds, Principal stock, and investments in the Principal 401k.

The rule is that all purchases of Principal mutual funds and investments in the Principal 401k must be held for 30 calendar days before being sold. This rule applies no matter if the transaction would result in a profit or a loss. The rule will be applied on a last in/first out basis for transactions.

Access Persons are free to undertake transactions in Principal mutual funds, Principal stock, and investments in the Principal 401k without receiving pre-clearance to do so.

Exception: Shares of Principal Financial Group stock (PFG) received as part of Principal’s restricted stock unit plan may be sold upon vesting as they are considered a part of Spectrum employee’s compensation plan and have been held for longer than a 60 day period. (However, Executive Officers of PGI must obtain pre-clearance from PGI in order to sell shares of PFG stock that is received as part of the restricted stock unit plan. Procedures for such pre-clearance are available from PGI’s Chief Compliance Officer).

Prohibition on speculative transactions in Company Securities: Because of the unique potential for abuse of material nonpublic information, it is also Spectrum’s policy that persons subject to this policy may not engage in short-term speculative transactions involving trading in Company securities (Principal mutual funds and Principal stock). Therefore, the following activities with respect to Company securities are prohibited:

1. Purchasing Company securities “on margin” (i.e. with the proceeds of a loan from a brokerage firm when the loan is secured by Company securities), except for the exercise of employee stock options.

2. Short sales (selling stock that is borrowed in anticipation of a drop in price).

Exemption from the 30-day holding period .

Exemption for the sale of Principal Fund shares, stock or investments in the Principal 401k plan, may be made under special circumstances as determined by the Chief Compliance Officer and approved in advance in writing.

Transactions in all Other Securities

Pre-Clearance –

Section 16 Persons of SAMI

Those persons who, by reason of their position with respect to a closed-end exchange-traded fund are designated by the Fund as being subject to the provisions of Section 16 of the Securities Exchange Act of 1934 with respect to that Fund, must pre-clear in writing all common share trades in any closed-end exchange-traded fund for which they serve as a Section 16 officer or director.

Section 16 officers of a closed-end exchange-traded fund may not profit as a result of a purchase and sale, or sale and purchase, of common shares the fund within a period of 6 months, of the same (or equivalent) security.

Spectrum Employees that are subject to affiliate’s Code of Ethics

Those Spectrum employees that are subject to an affiliate’s Code of Ethics must obtain pre-clearance approval for personal trading, if required, by the affiliate’s Code of Ethics.

Restricted and Prohibited Transactions -

The following prohibitions apply to all access persons:

1. Preferred Stock; Common Stock Issued by SAMI clients - Access persons are prohibited from purchasing any preferred securities (whether held by a SAMI client or not) and common stock issued by SAMI clients. In the event that an access person holds preferred securities, common stock that is issued by a SAMI client or common stock of an issuer that becomes a SAMI client, must sell such securities with such sale pre-approved by the Chief Compliance Officer.

2. Initial Public Offerings – Access Persons are prohibited from acquiring any securities in an initial public offering. The prohibition also extends to immediate family members residing in the same household.

3. Private Placements - No Access Person may acquire, directly or indirectly, beneficial ownership in any Security in a private placement transaction without prior approval of the SAMI Chief Compliance Officer. Access persons who have acquired Securities in a private placement transaction must disclose that investment when they play a part in any consideration of an investment by SAMI in the issuer of the privately placed Security for a client account. In such circumstances, a decision to purchase such Securities for a client account must be subject to an independent review by Investment Personnel or a Portfolio Manager with no personal interest in the issuer.

4. Short-Term Trading - Access Persons who purchase mutual fund shares advised or sub-advised by SAMI are reminded to not engage in short-term trading. Access Persons should retain such Funds for a period of at least 30 days. Redemptions or exchanges of such funds within 30 days of purchase require pre-clearance from SAMI’s Chief Compliance Officer which will only be granted under appropriate circumstances.

5. Frequent Trading - Access Persons have a fiduciary duty to SAMI clients. The interests of SAMI clients must come before those of any Access Person. Access Persons are discouraged from frequent personal trading as it may potentially distract from servicing SAMI clients.

6. Acceptance of Gifts - SAMI employees may only accept or provide gifts or entertainment in accordance with the Firm’s Gifts and Entertainment Policy which is Appendix M hereto.

7. Service as a Director - Access Persons are generally prohibited from serving on the board of directors of a publicly traded company. Exceptions will be made only when in accordance with the Firm’s fiduciary duty and not in conflict with the interests of a client. Request for such exception should be made to SAMI’s Chief Compliance Officer. Access Persons serving as a director of a private company that goes public may be required to resign, either immediately or at the end of the then current term.

8. Outside Business Activities - It is important that Access Persons do not undertake other business activities outside of Spectrum Asset Management, Inc. which may cause, or appear to cause, conflicts of interest. All Access Persons must report to the Chief Compliance Officer, all directorships in businesses and other interests in businesses where they either have a controlling or influencing position, or receive monetary compensation for their involvement in that business. The Chief Compliance Officer may deem that the involvement in an additional business is an actual or perceived conflict of interest with the Access Person’s current position. In this situation, actions will need to be taken to rectify the conflict. In addition to the annual reporting requirement, an Access Person must also report any change in or additional business interest that may occur during the year.

IV. Personal Securities Transaction Reporting for Spectrum Asset Management, Inc. Employees

Duplicate Confirmations -

All access persons must instruct their broker-dealer to send to Spectrum’s Compliance Department duplicate confirmations and copies of periodic statements (monthly or quarterly reports) of all securities transactions in their accounts, with the exception of those transactions exempt under Section II.

Confirms and periodic statements for accounts holding shares of Principal open-end funds are to be provided to the Chief Compliance Officer with the exception of fund shares purchased directly from Principal, shares purchased via payroll deduction, shares purchased by a systematic purchase plan in Principal Financial Group’s Employees’ 401(k)/Profit Sharing Plan or shares purchased pursuant to an automatic dividend reinvestment plan.

A form of letter of instruction for broker-dealers to direct the duplicate confirmation is attached as Exhibit A.

Please note that a “broker-dealer” includes both of the following:

A broker or dealer with whom a securities brokerage account is maintained in the employee’s name or the name of immediate family members living in the same household; AND

A broker or dealer who maintains an account for a person whose trades an employee must report as a Beneficial Owner of the securities.

Initial Holdings Report -

Each Access Person must provide an Initial Holdings Report to the Compliance Department listing all securities Beneficially Owned by the Access Person no later than 10 days after he or she becomes an Access Person. The holdings becoming an access person.

The Initial Holdings Report must include the following information:

•

list of all securities accounts (including those accounts which hold shares of Principal sponsored open-end investment companies) maintained with a broker, dealer or bank;

•

a list of all securities Beneficially Owned by the Access Person with the exception of those exempt securities outlined in Section II above;

•

Include title and exchange ticker symbol or CUSIP number;

•

type of security;

•

the number of shares held in each security; and

•

the principal amount (dollar value of initial investment) of each security Beneficially Owned;

•

the date the report is submitted.

A sample copy is attached as Exhibit B.

Monthly or Quarterly Securities Transaction Reports –

Each Access Person is responsible for reporting to the Compliance Department transaction reports no later than 30 days after the end of each month or calendar quarter covering all transactions in covered/reportable securities during the period. This reporting can be either in the form of broker-dealer or bank statements, or in the form of a Quarterly Securities Transaction Report. The Quarterly Transaction Report must contain the following information:

•

the date of each transaction, the title and exchange ticker symbol or CUSIP number and number of shares, and the principal amount of each security involved;

•

the nature of each transaction, that is, purchase, sale or any other type of acquisition or disposition;

•

the transaction price for each transaction; AND

•

the name of the broker, dealer or bank through whom each transaction was effected;

•

the date the report was submitted.

If an access person opens a brokerage account during the calendar quarter containing securities held for the direct or indirect benefit of the access person the access person should note the following information in their quarterly securities transaction reports:

•

the name of the broker, dealer or bank with whom the access person established the account;

•

the date the account was established and

•

the date the report is submitted.

A sample copy is attached as Exhibit C.

Annual Holdings Reports –

In addition to the Initial Holdings Report and Quarterly Securities Transaction Reports, each Access Person is required to file an Annual Holdings Report with the Compliance Department or provide duplicate monthly or quarterly account statements as specified herein. The personal transaction information submitted should be current as of a date no more than 45 days before the annual report is submitted. Such reports must be filed within 30 days after December 31 ^st .

The Annual Holdings Report must contain the following information:

•

list of all securities accounts (including those accounts which hold shares of Principal sponsored open-end investment companies) maintained with a broker, dealer or bank;

•

a list of all securities Beneficially Owned by the Access Person with the exception of those exempt securities outlined in Section II above;

•

title and exchange ticker symbol or CUSIP number;

•

type of security;

•

the number of shares held in each security; and

•

the principal amount (dollar value of initial investment) of each security Beneficially Owned;

•

The date the report is submitted.

A sample copy is attached as Exhibit D.

Certification to Affiliates Where Spectrum Employees are Subject to Their Code of Ethics –

If required, Spectrum’s CCO, or designee, will certify to the designated employee of a relevant affiliate that a Spectrum employee subject to the affiliate’s code of ethics is complying with the reporting requirements of Rule 204A-1 of the Investment Adviser Act of 1940. The certification will be made on a quarterly and annual basis or as otherwise required by any such affiliate. This does not relieve the Spectrum employee from obtaining pre-clearance for personal trading from the affiliate if required.

Reporting Requirements for Spectrum Asset Management, Inc. Directors of the Board who are not employed by Spectrum Asset Management, Inc.

Spectrum’s Board of Directors who are not employees of Spectrum must abide by Spectrum’s Code of Ethics guidelines, but are not required to comply with Spectrum’s Code of Ethics provisions pertaining to the reporting of personal securities transactions. On a quarterly basis, the Board of Directors will be asked to certify to their compliance with the Code of Ethics as it pertains to them.

V. Campaign Contributions

1. Covered Associates per SEC Pay-to-Play Rules

The SEC pay-to-play contribution restrictions specifically apply to any employee of an investment adviser that is deemed to be a Covered Associate. Generally, Covered Associates are executive officers and employees who solicit ¹ government entities for the investment adviser, along

¹	Solicit means with respect to investment advisory services, to communicate, directly or indirectly, for the purposes of obtaining or retaining a client for, or referring a client to, an investment adviser.

with those who directly or indirectly supervise such employees. For the purposes of this Policy the following Spectrum employees will be deemed to be Covered Associates:

•

President and CEO: Mark Lieb

•

Executive Directors: Matthew Byer and L. Phillip Jacoby

Non-Covered Associates’ political contributions do not fall under the SEC pay-to-play restrictions; however they may be subject to state and local pay-to-play laws and client disclosure requirements.

It is important to note that there is a two year look-back period effective March 14, 2011 and going forward. Investment Advisers must look-back in time to determine whether a Covered Associate has made a triggering contribution within the previous two years for new Covered Associates who solicit clients, and six months for new Covered Associates who do not solicit clients. This provision applies to all current employees who are promoted or transferred to a Covered Associate position and external job applicants hired into Covered Associate positions.

2. Pre-clearance Approval and Certification Requirements

Pre-clearance and quarterly certification is required of all Covered Associates.

a. Pre-clearance

All Covered Associates must obtain pre-clearance approval before making a personal political contribution ² to a:

•

State and local candidate

•

Contribution made by the Covered Associate’s spouse and minor children must also be pre-cleared for candidates in CT, IL, KY, NJ, NM, OH, and PA.

•

Federal candidate currently holding a state or local office, such as a Governor running for U.S. Senate.

•

If the federal candidate is not a current state or local government official, there are no issues related to pay-to-play and pre-clearance is not required.

²	Contribution is anything of value given to influence an election, most commonly contributions include deposit of money, gift, subscription, loan, advance or any payments for debts incurred in such an election.

•

Political Action Committee (PAC)

•

Please note contributions to PrinPac are exempt from pre-clearance. See Section B. for details

•

State or Local Political Party

b. How to Pre-clear

Covered Associates can submit a pre-clearance request by completing the Political Campaign Contribution Pre-clearance Form (This form is attached hereto and can be found in F:\Users\Compliance\Pay to Play\Preclearance Form and in F:\Users\ Compliance\Code of Ethics.

Submit the form to Joseph Hanczor, Chief Compliance Officer by email at jhanczor@samipfd.com

Covered Associates will be required to provide the following information:

•

Employee Information

•

Name of Candidate

•

Campaign Office Title

•

Campaign Jurisdiction (State/County/City)

•

Contribution Description

•

Contribution Amount

The pre-clearance request will be reviewed and responded to by email. Upon receiving approval of your pre-clearance, you may proceed with your political contribution. Upon completion of the contribution, you will need to provide to the CCO post-clearance information by email including the date and amount of contribution.

c. Review of Pre-clearance

Spectrum’s CCO will review all pre-clearance requests submitted subject to the following:

•

SEC Pay-to-Play De Minimis Contribution Exception for Covered Associates:

•

State and Local Municipality Pay-to-Play Rules

•

Current governmental client restrictions and/or reporting requirements

d. Certification Acknowledgement

All Covered Associates will also be required to complete a Quarterly Political Contribution Certification acknowledging all personal political campaign contributions have been pre-cleared in accordance with this policy.

A.	Political Action Committee (PAC) Contributions

The SEC and some state and local pay-to-play laws view contributions to certain PACs as an indirect way to circumvent the pay-to-play laws. Therefore, all Covered Associates are required to pre-clear contributions to PACs, with the following exemption. Contributions to PrinPac do not need to be pre-cleared, as PFG Government Relations which administers PrinPac maintains records of these contributions. PGI Compliance will work closely with Government Relations to meet client reporting requests, when applicable. There is no action required of Spectrum Covered Associates.

B.	Third-Party Placement Agents and Solicitors

Investment advisers and its Covered Associates are prohibited from paying a third-party solicitor or placement agent to solicit business for the investment adviser from any government entity unless such third-party solicitor or placement agent is a SEC registered investment adviser or a registered broker-dealer subject to pay-to-play restrictions. Third-party placement agents and solicitors must be pre-approved by Compliance prior to entering into an agreement.

Spectrum Asset Management, Inc.

Political Campaign Contribution Pre-clearance Form

All Covered Associates must obtain pre-clearance approval before making a personal political campaign contribution to state/local officials/candidates and PACs as described in Spectrum’s Pay-to-Play Policy.

I. EMPLOYEE INFORMATION

Employee Name:

Employee Job Title:

Resident City:

Resident County:

Resident State:

II. RECIPIENT INFORMATION:

Recipient Name:

Campaign Office Title:

Campaign Jurisdiction (State/City/County):

III. CONTRIBUTION INFORMATION

Contribution Donor:

Contribution Description:

Contribution Amount:

Campaign Election:

Comments:

VI. Sanctions for Violation of the Code of Ethics

SAMI employees may be subject to sanctions for violations of the specific provisions or the general principles provided by the Code. Violations will be reviewed and sanctions determined by the CEO with advice from the Chief Compliance Officer. The CCO is not empowered to sanction employees.

Sanctions which may be imposed include -

•

formal warning;

•

restriction of trading privileges;

•

disgorgement of trading profits;

•

fines; AND/OR

•

suspension or termination of employment.

Sanction Factors –

The factor that may be considered when determining the appropriate sanctions include, but are not limited to:

•

the harm to a client’s or Fund’s interest;

•

the extent of unjust enrichment;

•

the frequency of occurrence;

•

the degree to which there is personal benefit from unique knowledge obtained through employment with a Fund, investment adviser or underwriter;

•

the degree of perception of a conflict of interest;

•

evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

•

the level of accurate, honest and timely cooperation from the person subject to the Code.

VII. Monitoring of Personal Securities Transactions

The Chief Compliance Officer or his designee is responsible for reviewing and monitoring SAMI employee’s personal securities transactions and trading patterns to insure compliance with the Code. The Chief Compliance Officer or his designee will memorialize such review in writing and report any violations of the Code to the CEO.

SAMI’s CEO will review and monitor the personal securities transactions of the Chief Compliance Officer to insure compliance with the Code. Violations of the Code by the Chief Compliance Officer of SAMI will be reported to the Chief Compliance Officer of Principal Global Investors.

On an annual basis, the Chief Compliance Officer shall prepare a written report to the CEO of Spectrum Asset Management, Inc. that, at a minimum, will include:

•

a certification that Spectrum Asset Management, Inc. has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;

•

identification of material violations and sanctions imposed in response to those violations during the past year;

•

a description of material issues that arose during the previous year under the Code; and

•

recommendations, if any, as to changes in existing restrictions or procedures based on experience with this Code, evolving industry practices or developments in applicable laws or regulations.

VIII. Certification of Compliance with the Code

Initial – Upon becoming an access person of SAMI, the Chief Compliance Officer will provide the employee with a copy of the Code. The access person will certify in writing that he/she has (a) received a copy of the code; (b) read and understand all provisions of the code; and (c) agrees to comply with the terms of the code.

Amendments – Amendments to the Code will be reviewed by the Chief Compliance Officer with all access persons. Access persons will certify that they have (a) received a copy of the amended code; (b) read and understand all provisions of the amended code; and (c) agree to comply with the terms of the code.

Annual – On an annual basis all access persons must certify that they have read, understood and complied with the code during the prior year.

A sample copy of the certifications are attached as Exhibit E and F.

IX. Books and records to be maintained

A copy of the SAMI’s code of ethics adopted and implemented that is in effect, or at any time within the past five years was in effect;

A record of any violation of the code of ethics, and of any action taken as a result of the violation;

A record of all written acknowledgements as required by the code of ethics for each person who is currently or within the past five years was, a supervised person of SAMI;

A record of each report made by an access person as required by the code of ethics, including any information provided in lieu of such reports;

A record of names of person who are currently, or within the past five years were, access persons of SAMI; and

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by access person if required, for at least five years after the end of the fiscal year in which the approval is granted.

All records shall be maintained and preserved in an easily accessible place for a period of not less than five years form the end of the fiscal year during which the last entry was made on such record, the first two in an appropriate office of the investment adviser.

X. Whom Do I Contact?

Responsibility for maintaining this Code is vested in the Chief Compliance Officer of Spectrum Asset Management, Inc. However, the responsibility for implementing this code on a day to day basis falls on all SAMI employees and especially staff that are in supervisory and management roles.

If employees have any queries in relation to how to interpret this Code, or have identified any potential issues or breaches of the Code they should contact one of the compliance personnel listed below.

The contact list in order of escalation is:

SAMI Chief Compliance Officer

Joseph Hanczor

(203) 322-0189 X224

jhanczor@samipfd.com

PGI Chief Compliance Officer

Jeffrey Hiller

515-235-5737

Hiller.Jeffrey@principal.com

PFG Chief Compliance Officer

Betsy Happe

515-362-0282

Happe.Betsy@principal.com

In addition to the above contacts, staff should remember that they can also utilize the “Whistle Blower” process implemented across the broader Principal Financial Group organization. Staff can find information on this at:

http://inside.principal.com/gfr/brc/busprac/whistleblower.shtm

In addition, the Ethics Hotline can be used at 1-866-858-4433 which is staffed 24/7.

Any information passed through the Whistleblower process will remain confidential.

EXHIBIT A

FORM OF LETTER OF INSTRUCTION TO BROKER-DEALERS

(Broker Name and Address)

Date :

Subject: Account #

Spectrum Asset Management, Inc., my employer, is a Registered Investment Adviser. You are therefore requested to send duplicate confirmations of individual transactions as well as duplicate periodic statements for the above-referenced account(s) to:

Spectrum Asset Management, Inc.

2 High Ridge Park

Stamford, CT 06905

Attention: Compliance Department

Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me at (203) 322-0189.

Sincerely,

Joseph A. Hanczor

Chief Compliance Officer

EXHIBIT B

INITIAL HOLDINGS REPORT

Pursuant to the SAMI Code of Ethics and Reporting Requirements (the “Code”), each Access Person is required to disclose all personal securities holdings for which he/she has direct or indirect Beneficial Ownership (as defined in the Code), no later than 10 days after becoming a SAMI employee. Transaction and holdings information provided in this report should be dated no more than 45 days prior to the employees hire date.

For purposes of this report, an access person may provide account statements and confirmations if they can insure that they provide complete and accurate data of their holdings information.

NOTE: Please indicate with an * any security held in a managed account. You are assumed to have direct or indirect control over transactions effected in the managed accounts you Beneficially Own (as defined in the Code), unless you certify here that you do not have such direct or indirect control.

Number of

Nature of

Shares or

Dollar Amount

Broker/Dealer/

Transaction

Date of

Principal

Bank through

(Purchase

Security

Transaction

Amount

Transaction

Whom Effected

Sale, Other)

Price


Print Name:

Signature:

Date:

EXHIBIT C

(Page 1 of 3)

Personal Securities Transaction Report

For the Calendar Quarter Ended 30, 2012

To:	Access Persons

From:

Joseph Hanczor, Chief Compliance Officer

SAMI’s Code of Ethics and Reporting Requirements (the “Code”) requires you, as an Access Person, to report on a quarterly basis your reportable personal securities transactions, other than transactions in exempt securities, during the calendar quarter, including transactions in securities you Beneficially Own (as defined in the Code).

Please note that transactions on your brokerage statements provided to the SAMI Compliance Department do not need to be separately reported by you each quarter. As long as the Compliance Department is receiving copies of all of your brokerage statements and you had no transactions not reported on such brokerage statements, you have nothing to report on this form.

Please complete the form and return it to the Compliance Department no later than 30 days after the quarter end .

¨ I hereby represent that all my reportable personal securities transactions executed during the prior calendar quarter are listed in the monthly statements of the brokerage accounts being furnished to SAMI’s Compliance Department and that I have had no other reportable transactions. To the extent I have advised that any of my accounts are managed on a fully discretionary basis by independent managers, I hereby certify that neither I nor any member of my immediate family (as defined in the “Code”) have or will exercise any investment discretion over the account(s) .


Signature						Date

Print Name

¨ I hereby represent that certain personal securities transactions that took place during the prior calendar quarter are not reflected in the monthly statements of the brokerage accounts and that I have listed such transactions on the attached Personal Securities Transaction Report. To the extent I have advised that any of my

accounts are managed on a fully discretionary basis by independent managers, I hereby certify that neither I nor any member of my immediate family (as defined in the “Code”) have or will exercise any investment discretion over the account .


Signature						Date

Print Name

EXHIBIT C

(Page 3 of 3)

Personal Securities Transaction Report

For the Calendar Quarter Ended 30, 2012

Transactions Not Reported on Brokerage Statements/Confirms Provided to SAMI.

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership (as defined in the SAMI Code of Ethics and Reporting Requirements (the “Code”), and which are required to be reported pursuant to the Code.

Number of

Nature of

Shares or

Dollar Amount

Broker/Dealer/

Transaction

Date of

Principal

Bank through

(Purchase

Security

Transaction

Amount

Transaction

Whom Effected

Sale, Other)

Price

EXHIBIT D

ANNUAL HOLDINGS REPORT

Attached to this Report are brokerage statements describing all personal securities holdings for which I have direct or indirect Beneficial Ownership (as defined in the SAMI Code of Ethics and Reporting Requirements (the “Code”)) as of December 31, .

In addition, during the year ended December 31, , the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership (as defined in the Code), and which are required to be reported pursuant to the Code and do not appear on the attached statements. Please include transactions and holdings in Princor Mutual Funds, Variable Annuities and Variable Life Insurance products that you may hold at Princor or in your Excess Plan.

Number of

Nature of

Shares or

Dollar Amount

Broker/Dealer/

Transaction

Date of

Principal

Bank through

(Purchase

Security

Transaction

Amount

Transaction

Whom Effected

Sale, Other)

Price


Print Name:

Signature:

Date:

EXHIBIT E

INITIAL / AMENDED CERTIFICATION OF COMPLIANCE

WITH CODE OF ETHICS AND REPORTING REQUIREMENTS

I certify that I have read and understood SAMI’s Code of Ethics and Reporting Requirements (the “Code”), and that I have complied and will comply with the requirements set forth therein. I understand that any violation of the Code may lead to sanctions or other significant remedial action.

I understand that there are prohibitions, restrictions and blackout periods on certain types of securities transactions.

I have reported all personal securities transactions required to be reported under the requirements of the Code. I will disclose to the Compliance Department all personal securities holdings for which I have direct or indirect Beneficial Ownership (as defined in the Code) and I will continue to do so as required by the Code of Ethics as long as I am employed with SAMI.


Print Name:

Signature:

Date:

Exhibit F

Principal Financial Group Reportable Funds


SYMBOL	CUSIP	SECURITY NAME
EDGE
ASTAAP	(Niki created)	ANCHOR SERIES TRUST ASSET ALLOCATION PORTFOLIO

MORLEY

GMERX	63867R688	NATIONWIDE MUT FDS NEW ENH INCM CL R
NMESX	63867R662	NATIONWIDE MUT FDS NEW ENH INCM INSTL
NMEIX	63867R670	NATIONWIDE MUT FDS NEW ENHAN INCM INS
NMEAX	63867R696	NATIONWIDE MUT FDS NEW ENHANC INCM A
MCAPX	63867U285	NATIONWIDE MUT FDS NEW SH DURA BD A
NMIRX	63867U251	NATIONWIDE MUT FDS NEW SH DURA BD IRA
MCAFX	63867U244	NATIONWIDE MUT FDS NEW SH DURA BD SVC
MCAIX	63867U269	NATIONWIDE MUT FDS NEW SH DURA BDINST
GGMCX	63867U277	NATIONWIDE MUT FDS NEW SHORT DUR BD C
NVIT		NATIONWIDE VARIABLE INCOME TRUST (NVIT) ENHANC INCM

SPECTRUM

JHP	67072W101	NUVEEN QUALITY PFD INC FD 3 COM
JTP	67071S101	NUVEEN QUALITY PFD INCOME FD COM
JPS	67072C105	NUVEEN QUALITY PFD INCOME FD COM

SEATX	784118556	SEI TAX-EXEMPT TAX-ADVANTAGED(STET) INCOME FUND A

CCI

ORCTX	68002T598	OLD MUT ADVISOR FDS II COL CIRCTECH R
68002Q578	68002Q578	OLD MUT ADVISOR FDS II COL TEC&COM AD
OICTX	68002T614	OLD MUT ADVISOR FDS II COLU CIRCTEC I
OATCX	68002Q859	OLD MUT ADVISOR FDS II COLU TEC&COM A
OCOMX	68002Q669	OLD MUT ADVISOR FDS II COLU TEC&COM C
OBTCX	68002Q420	OLD MUT ADVISOR FDS II COLU TEC&COM Z
REAYX	782493282	RUSSELL INVT CO US CORE EQ CL Y
STPAX	803431691	SARATOGA ADVANTAGE TR TECH&COMMTN A
SCMPX	803431683	SARATOGA ADVANTAGE TR TECH&COMMTN B
STPCX	803431675	SARATOGA ADVANTAGE TR TECH&COMMTN C
STPIX	803431667	SARATOGA ADVANTAGE TR TECH&COMMUN I
DIMGX	893571851	TRANSAMERICA PTNRS FDS GP II INSTL MID GRWTH
DVMGX	893582825	TRANSAMERICA PTNRS FDS GP PTR MID GRWTH
VPGRX	92208T301	VANTAGEPOINT FDS GROWTH STK FD
GSCZX	40171W470	GUIDESTONE FDS SMLCAP EQT GS4 CG
GGEZX	40171W520	GUIDESTONE FDS GRW EQTY GS4


POST
AXAMMSBP	(Niki created)	AXA MULTIMANAGER MULTI-SECTOR BOND PORTFOLIO

PGI-PRINREI
TWAAX	885882159	THRIVENT MUT FDS PTNR WWD ALL A
TWAIX	885882142	THRIVENT MUT FDS PTNR WW ALLO I CG
WMMFX	92934T815	WT MUT FD WIL MNG INTL A
WMIIX	92934R538	WT MUT FD WIL MULMG INS
N/A	N/A	Christian Brothers Investment Services CUIT International Equity Fund (this fund is not open directly to PGI employees)
N/A	N/A	Global Managers Investment Asia Ex Japan Equity Manager of Managers Fund (This is the Wilshire-Standard Life Insurance account based in the UK)