As filed with the Securities and Exchange Commission on November 27, 2015.
1933 Act Registration No. 333-140967
1940 Act Registration No. 811-22023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
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REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 |
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| Pre-Effective Amendment No. | ¨ | |
| Post-Effective Amendment No. 18 | x | |
| and/or | ||
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REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |
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| Amendment No. 19 | x | |
Nuveen Managed Accounts Portfolios Trust
(Exact Name of Registrant as Specified in Charter)
| 333 West Wacker Drive, Chicago, Illinois | 60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (312) 917-7700
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Kevin J. McCarthy Vice President and Secretary 333 West Wacker Drive Chicago, Illinois 60606 (Name and Address of Agent for Service) |
Copies to: Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 |
Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness.
Title of Securities Being Registered: Shares of beneficial interest.
It is proposed that this filing will become effective (check appropriate box):
| ¨ | immediately upon filing pursuant to paragraph (b) | ¨ | on (date) pursuant to paragraph (a)(1) | |||
| x | on November 30, 2015 pursuant to paragraph (b) | ¨ | 75 days after filing pursuant to paragraph (a)(2) | |||
| ¨ | 60 days after filing pursuant to paragraph (a)(1) | ¨ | on (date) pursuant to paragraph (a)(2) of Rule 485. | |||
If appropriate, check the following box:
| ¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 18
This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:
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Prospectus
| November 30, 2015 |
| Its not what you earn, its what you keep. ® |
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Municipal Total Return Managed Accounts Portfolio |
NMTRX | |||||||
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
| Section 1 Portfolio Summary | ||||
| Municipal Total Return Managed Accounts Portfolio | 2 | |||
| Section 2 How We Manage Your Money | ||||
| Who Manages the Portfolio | 7 | |||
| More About Our Investment Strategies | 8 | |||
| How We Select Investments | 11 | |||
| What the Risks Are | 12 | |||
| Section 3 General Information | ||||
| Purchases and Redemptions | 17 | |||
| Dividends, Distributions and Taxes | 18 | |||
| Net Asset Value | 19 | |||
| Frequent Trading | 20 | |||
| Portfolio Service Providers | 21 | |||
| Section 4 Financial Highlights | 22 | |||
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
Municipal Total Return Managed Accounts Portfolio
Investment Objectives
The primary investment objective of the Portfolio is to seek attractive total return. The Portfolio also seeks to provide high current income exempt from regular federal income taxes.
Fees and Expenses of the Portfolio
This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio.
Shareholder Fees
(fees paid directly from your investment)
| Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | |||
| Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) | None | |||
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None | |||
| Exchange Fee | None | |||
| Annual Portfolio Operating Expenses | ||||
| (expenses that you pay each year as a percentage of the value of your investment) | ||||
| Management Fees 1 | 0.00% | |||
| Interest and Related Expenses from Inverse Floaters | 0.01% | |||
| Other Expenses | 0.08% | |||
| Total Annual Portfolio Operating Expenses | 0.09% | |||
| Fee Waivers and/or Expense Reimbursements 2 | (0.08)% | |||
| Total Annual Portfolio Operating Expenses After Fee Waivers and/or Expense Reimbursement s | 0.01% | |||
| 1 | The Portfolio itself pays no management fees. You will, however, continue to incur the management fee for the amount invested in the Portfolio through the separately managed account associated with such investment. |
| 2 | The investment adviser has agreed irrevocably during the existence of the Portfolio to waive all fees and pay or reimburse all expenses of the Portfolio, except for interest expense, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses. |
Example
The following example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Redemption | No Redemption | |||||||||
| 1 Year | $ | 1 | $ | 1 | ||||||
| 3 Years | $ | 3 | $ | 3 | ||||||
| 5 Years | $ | 6 | $ | 6 | ||||||
| 10 Years | $ | 13 | $ | 13 | ||||||
Portfolio Turnover
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual portfolio operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 21% of the average value of its portfolio.
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Section 1 Portfolio Summary
Principal Investment Strategies
Under normal market conditions, the Portfolio invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in municipal bonds that pay interest that is exempt from regular federal personal income tax. These municipal bonds include obligations issued by U.S. states and their subdivisions, authorities, instrumentalities and corporations, as well as obligations issued by U.S. territories (such as Puerto Rico, the U.S. Virgin Islands and Guam) that pay interest that is exempt from regular federal personal income tax. The Portfolio may invest without limit in securities that generate income subject to the alternative minimum tax.
The Portfolio invests in various types of municipal securities, including investment grade (rated BBB/Baa or better), below investment grade (rated BB/Ba or lower), and unrated municipal securities. The Portfolio may invest up to 50% of its net assets in below investment grade municipal bonds, but will normally invest 10-30% of its net assets in such bonds. Such securities are commonly referred to as high yield securities or junk bonds. The Portfolio may invest up to 5% of its net assets in defaulted bonds.
The Portfolio will focus on securities with intermediate to longer term maturities and, as such, will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity of approximately 12 to 25 years.
The Portfolio may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Portfolio may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Portfolio may invest up to 50% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates ( inverse floaters ). Inverse floaters are derivative securities that provide leveraged exposure to underlying municipal bonds. The Portfolios investments in inverse floaters are designed to increase the Portfolios income and returns through this leveraged exposure. These investments are speculative, however, and also create the possibility that income and returns will be diminished. The Portfolio will only invest in inverse floating rate securities whose underlying bonds are rated A or higher.
The Portfolio may also make forward commitments in which the Portfolio agrees to buy a security for settlement in the future at a price agreed upon today.
The Portfolios sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer the potential for above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Developed exclusively for use within Nuveen-sponsored separately managed accounts, the Portfolio is a specialized municipal bond portfolio to be used in combination with selected individual securities to effectively model institutional-level investment strategies. The Portfolio enables certain Nuveen municipal separately managed account investors to achieve greater diversification and return potential than smaller managed accounts might otherwise achieve by using lower quality, higher yielding securities and to gain access to special investment opportunities normally available only to institutional investors. This prospectus should be read in conjunction with the Form ADV of the separately managed account in which you are investing.
Principal Risks
The price and yield of this Portfolio will change daily. You could lose money by investing in the Portfolio. An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Portfolio, listed alphabetically, include:
Alternative Minimum Tax Risk The Portfolio has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Portfolios otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Portfolio, performance could be adversely impacted.
Credit Risk Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments. The Portfolios investments in inverse floaters will increase the Portfolios credit risk.
Credit Spread Risk Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market believes that bonds generally have a
Section 1 Portfolio Summary
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greater risk of default. Increasing credit spreads may reduce the market values of the Portfolios securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities. In addition, when credit spreads increase, reductions in market value will generally be greater for longer-maturity securities.
Cybersecurity Risk Cybersecurity breaches may allow an unauthorized party to gain access to Portfolio assets, customer data, or proprietary information, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
Defaulted Bond Risk Defaulted bonds are speculative and involve substantial risks in addition to the risks of investing in high yield securities that have not defaulted. The Portfolio generally will not receive interest payments on the defaulted bonds and there is a substantial risk that principal will not be repaid. In any reorganization or liquidation proceeding relating to a defaulted bond, the Portfolio may lose its entire investment.
High Yield Securities Risk High yield securities, which are rated below investment grade and commonly referred to as junk bonds, are high risk investments that may cause income and principal losses for the Portfolio. They generally have greater credit risk, are less liquid and have more volatile prices than investment grade securities.
Income Risk The Portfolios income could decline during periods of falling interest rates or when the Portfolio experiences defaults on debt securities it holds. Also, if the Portfolio invests in inverse floaters, the Portfolios income may decrease if short-term interest rates rise.
Interest Rate Risk Interest rate risk is the risk that the value of the Portfolios portfolio will decline because of rising interest rates. The Portfolio may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities. Interest rate risk may be increased by the Portfolios investment in inverse floaters because of the leveraged nature of these investments.
Inverse Floaters Risk The use of inverse floaters by the Portfolio creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Portfolio could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Portfolio on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Municipal Bond Market Liquidity Risk Inventories of municipal bonds held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities. This reduction in market making capacity has the potential to decrease the Portfolios ability to buy or sell bonds, and increase bond price volatility and trading costs, particularly during periods of economic or market stress. In addition, recent federal banking regulations may cause certain dealers to reduce their inventories of municipal bonds, which may further decrease the Portfolios ability to buy or sell bonds. As a result, the Portfolio may be forced to accept a lower price to sell a security, to sell other securities to raise cash, or to give up an investment opportunity, any of which could have a negative effect on performance. If the Portfolio needed to sell large blocks of bonds to raise cash (such as to meet heavy shareholder redemptions), those sales could further reduce the bonds prices and hurt performance.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Political and Economic Risks The values of municipal securities held by the Portfolio may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Tax Risk Income from municipal bonds held by the Portfolio could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer.
Valuation Risk The debt securities in which the Portfolio invests typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows and transactions for comparable instruments. There is no assurance that the Portfolio will be able to sell a portfolio security at the price established by the pricing service, which
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Section 1 Portfolio Summary
could result in a loss to the Portfolio. Pricing services generally price debt securities assuming orderly transactions of an institutional round lot size, but some trades may occur in smaller, odd lot sizes, often at lower prices than institutional round lot trades.
When-Issued, Delayed-Delivery and Forward Commitment Transactions Risk These transactions involve an element of risk because, although the Portfolio will not have made any cash outlay prior to the settlement date, the value of the security to be purchased may decline to a level below its purchase price before that settlement date.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Portfolio to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Portfolio Performance
The following bar chart and table provide some indication of the potential risks of investing in the Portfolio. The Portfolios past performance (before and after taxes) is not necessarily an indication of how the Portfolio will perform in the future.
The bar chart below shows the variability of the Portfolios performance from year to year.
Annual Total Return*
| * | Year-to-date total return as of September 30, 2015 was 2.85%. |
During the seven-year period ended December 31, 2014, the Portfolios highest and lowest quarterly returns were 10.32% and -5.23%, respectively, for the quarters ended December 31, 2012 and December 31, 2010.
The table below shows the variability of the Portfolios average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here.
Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers had not been in place, returns would have been reduced.
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Average Annual Total Returns
for the Periods Ended December 31, 2014 |
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Inception
Date |
1 Year | 5 Years |
Since
Inception |
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| Return Before Taxes | 5/31/07 | 13.86 | % | 7.13 | % | 6.46 | % | |||||||||
| Return After Taxes on Distributions | 13.85 | % | 6.98 | % | 6.36 | % | ||||||||||
| Return After Taxes on Distributions and Sale of Shares | 9.87 | % | 6.64 | % | 6.10 | % | ||||||||||
| Barclays 7-Year Municipal Bond Index 1 (reflects no deduction for fees, expenses or taxes) | 6.09 | % | 4.76 | % | 5.32 | % | ||||||||||
| 1 | An unmanaged index composed of a broad range of investment-grade municipal bonds with maturity dates of approximately seven years. |
Management
Investment Adviser
Nuveen Fund Advisors, LLC
Section 1 Portfolio Summary
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Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Manager
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Name |
Title |
Portfolio Manager of Portfolio Since |
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| Martin J. Doyle, CFA | Managing Director and Director, SMA Portfolio Management | May 2007 |
Purchase and Sale of Shares
Portfolio shares may be purchased only by or on behalf of separately managed account clients where Nuveen Asset Management, LLC has an agreement to serve as investment adviser or sub-adviser to the account with the separately managed account program sponsor (typically a registered investment adviser or broker-dealer) or directly with the client. The Portfolio intends to redeem shares held by or on behalf of a shareholder who ceases to be an eligible investor as described above, and each shareholder, by purchasing shares, agrees to any such redemption. There are no minimum initial investment requirements. The municipal separately managed accounts with which the Portfolio is associated typically impose relatively large minimum investment requirements, which will operate as an effective minimum for the Portfolio.
Shares may be redeemed on any business day. Typically, the redemption request will be initiated either by you through the separately managed account program advisor reducing or totally liquidating your municipal separately managed account or by the portfolio manager for your separately managed account redeeming shares on your behalf in order to raise cash to fund the purchase of individual municipal bonds or other investments within your separately managed account. You will receive the share price next determined after the Portfolio has received your properly completed redemption request. Your direct or indirect redemption request must be received before the close of trading for you to receive that days price.
Tax Information
The Portfolio intends to make interest income distributions that are exempt from regular federal income tax. However, all or a portion of these distributions may be subject to the federal alternative minimum tax. In addition, a portion of the Portfolios distributions may be subject to regular federal, state and local income tax.
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Section 1 Portfolio Summary
Section 2 How We Manage Your Money
To help you better understand the Portfolio, this section includes a detailed discussion of the Portfolios investment and risk management strategies. For a more complete discussion of these matters, please see the statement of additional information, which is available by calling (800) 257-8787.
Nuveen Fund Advisors, LLC ( Nuveen Fund Advisors ), the Portfolios investment adviser, offers advisory and investment management services to a broad range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the Portfolio, oversees the management of the Portfolios portfolio, manages the Portfolios business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is a subsidiary of Nuveen Investments, Inc. ( Nuveen Investments ). The Nuveen family of advisers has been providing advice to investment companies since 1976, and had $222.8 billion of assets under management as of September 30, 2015.
The Portfolio does not pay any direct management or other fees. Nuveen Fund Advisors and its affiliates are absorbing all expenses of operating the Portfolio (other than interest expense, taxes, fees incurred in acquiring and disposing of portfolio securities, and extraordinary expenses) and do not charge any fees directly to the Portfolio. You should be aware, however, that the Portfolio is an integral part of a municipal separately managed account product managed by Nuveen Fund Advisors and available only through certain separately managed account program sponsors. Participants in these programs pay a fee to the sponsor of the program in connection with their separately managed account. You should read carefully the program brochure provided to you by the sponsor or your investment adviser. That brochure is required to include information about the fees charged to you by the sponsor and the fees paid by the sponsor to Nuveen Fund Advisors and its affiliates. You pay no additional fees or expenses to purchase shares of the Portfolio.
Nuveen Fund Advisors has selected its affiliate, Nuveen Asset Management, LLC ( Nuveen Asset Management ), located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to the Portfolio. Nuveen Asset Management manages the investment of the Portfolios assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Nuveen Asset Management is also the investment adviser or sub-adviser to the separately managed accounts with which the Portfolio is associated.
Martin J. Doyle is the portfolio manager of the Portfolio.
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Martin J. Doyle, CFA, Managing Director and Director, SMA Portfolio Management, joined Nuveen in 1987 and became a portfolio manager in 1998. Since 1999, he has been responsible for overseeing the investment team that manages Nuveen Asset Managements municipal institutional and separately managed accounts. |
Additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Portfolio is provided in the statement of additional information.
Section 2 How We Manage Your Money
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Information regarding the Board of Trustees approval of the investment management agreements is available in the Portfolios annual report for the fiscal year ended July 31, 2015.
The Portfolios investment objectives, which are described in the Portfolio Summary section, may not be changed without shareholder approval.
The Portfolios investment policies may be changed by the Board of Trustees without shareholder approval unless otherwise noted in this prospectus or the statement of additional information.
The Portfolios principal investment strategies are discussed in the Portfolio Summary section. These are the strategies that the Portfolios investment adviser and sub-adviser believe are most likely to be important in trying to achieve the Portfolios investment objectives. This section provides more information about these strategies, as well as information about some additional strategies that the Portfolios sub-adviser uses, or may use, to achieve the Portfolios objectives. The strategies described below are principal investment strategies unless otherwise noted. You should be aware that the Portfolio may also use strategies and invest in securities that are not described in this prospectus, but that are described in the statement of additional information. For a copy of the statement of additional information, call Nuveen Investor Services at (800) 257-8787 or visit Nuveens website at www.nuveen.com.
Municipal Obligations
States, local governments and municipalities and other issuing authorities issue municipal bonds to raise money for various public purposes such as building public facilities, refinancing outstanding obligations and financing general operating expenses. These bonds include general obligation bonds, which are backed by the full faith and credit of the issuer and may be repaid from any revenue source, and revenue bonds, which may be repaid only from the revenue of a specific facility or source.
The Portfolio may purchase municipal bonds that represent lease obligations. These carry special risks because the issuer of the bonds may not be obligated to appropriate money annually to make payments under the lease. In order to reduce this risk, the Portfolio will, in making purchase decisions, take into consideration the issuers incentive to continue making appropriations until maturity.
The municipal securities in which the Portfolio invests may include refunded bonds and zero coupon bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations. Zero coupon bonds are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value.
The municipal securities in which the Portfolio invests may have variable, floating, or fixed interest rates.
In evaluating municipal bonds of different credit qualities or maturities, Nuveen Asset Management takes into account the size of yield spreads.
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Section 2 How We Manage Your Money
Yield spread is the additional return the Portfolio may earn by taking on additional credit risk or interest rate risk. For example, yields on low quality bonds are higher than yields on high quality bonds because investors must be compensated for incurring the higher credit risk associated with low quality bonds. If yield spreads do not provide adequate compensation for the additional risk associated with low quality bonds, the Portfolio may buy bonds of relatively higher quality. Similarly, in evaluating bonds of different maturities, Nuveen Asset Management evaluates the comparative yield available on these bonds. If yield spreads on long-term bonds do not compensate the Portfolio adequately for the additional interest rate risk the Portfolio must assume, the Portfolio may buy bonds of relatively shorter maturity. In addition, municipal bonds in a particular industry may provide higher yields relative to their risk compared to bonds in other industries. If that occurs, the Portfolio may buy more bonds from issuers in that industry.
Credit Quality. The Portfolio has investment strategies requiring it to invest in municipal bonds that have received a particular rating from a rating service, such as Moodys or Standard & Poors. Any reference in this prospectus to a specific rating encompasses all gradations of that rating. For example, if the prospectus says that the Portfolio may invest in securities rated as low as B, the Portfolio may invest in securities rated B-. Municipal bonds that are rated below investment grade (BB/Ba or lower) are commonly referred to as high yield securities or junk bonds. High yield bonds typically offer higher yields than investment grade bonds with similar maturities but involve greater risks, including the possibility of default or bankruptcy, and increased market price volatility.
Portfolio Maturity and Effective Duration
Maturity measures the time until a bond makes its final payment. The Portfolio buys municipal bonds with different maturities in pursuit of its investment objective, but will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity of approximately 12 to 25 years.
Effective duration measures a bonds expected life on a present value basis, taking into account the bonds yield, interest payments, final maturity and, in the case of a bond with an embedded option (e.g., the right of the issuer to call the bond prior to maturity, or a sinking fund schedule), the probability that the option will be exercised. Effective duration is a reasonably accurate measure of a bonds price sensitivity to changes in interest rates. The longer the effective duration of a bond, the greater the bonds price sensitivity is to changes in interest rates. For example, if a bond has an effective duration of five years, its value will decrease by approximately 5% if interest rates rise by 1%. Under normal market conditions, the Portfolio will generally maintain an investment portfolio with a weighted average effective duration of approximately 7 to 11 years. The Portfolios measurement of weighted average effective duration will reflect the impact of portfolio leverage through any investments in inverse floaters.
Inverse Floaters
The Portfolio may invest in inverse floaters issued in tender option bond ( TOB ) transactions. In a TOB transaction, one or more highly-rated municipal bonds are deposited into a special purpose trust that issues floating rate securities ( floaters ) to outside parties and inverse floaters to long-term investors like the Portfolio. The floaters pay interest at a rate that is reset periodically (generally weekly) to reflect current short-term
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tax-exempt interest rates. Holders of the floaters have the right to tender such securities back to the TOB trust for par plus accrued interest (the put option ), typically on seven days notice. Holders of the floaters are paid from the proceeds of a successful remarketing of the floaters or by a liquidity provider in the event of a failed remarketing. The inverse floaters pay interest at a rate equal to (a) the interest accrued on the underlying bonds, minus (b) the sum of the interest payable on the floaters and fees payable in connection with the TOB. Thus, the interest payments on the inverse floaters will vary inversely with the short-term rates paid on the floaters. Holders of the inverse floaters typically have the right to simultaneously (a) cause the holders of the floaters to tender those floaters to the TOB trust at par plus accrued interest and (b) purchase the municipal bonds from the TOB trust.
Because holders of the floaters have the right to tender their securities to the TOB trust at par plus accrued interest, holders of the inverse floaters are exposed to all of the gains or losses on the underlying municipal bonds, despite the fact that their net cash investment is significantly less than the value of those bonds. This multiplies the positive or negative impact of the underlying bonds price movements on the value of the inverse floaters, thereby creating effective leverage. The effective leverage created by any TOB transaction depends on the value of the securities deposited in the TOB trust relative to the value of the floaters it issues. The higher the percentage of the TOB trusts total value represented by the floaters, the greater the effective leverage. For example, if municipal bonds worth $100 are deposited in a TOB trust and the TOB trust issues floaters worth $75 and inverse floaters worth $25, the TOB trust will have a leverage ratio of 3:1 and the inverse floaters will exhibit price movements at a rate that is four times that of the underlying bonds deposited into the trust. If that same TOB trust were to issue only $50 of floaters, the leverage ratio would be 1:1 and the inverse floaters would exhibit price movements at a rate that is only two times that of the underlying bonds.
Short-Term Investments and Cash Equivalents
Under normal market conditions, the Portfolio may invest up to 20% of its net assets in short-term investments, such as short-term, high quality municipal bonds or tax-exempt money market funds. The Portfolio may invest in short-term, high quality taxable securities or shares of taxable money market funds if suitable short-term municipal bonds or shares of tax-exempt money market funds are not available at reasonable prices and yields. If the Portfolio invests in taxable securities, it may not be able to achieve its investment objectives.
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Section 2 How We Manage Your Money
As a non-principal investment strategy, the Portfolio may invest up to 100% of its assets in cash equivalents and short-term investments as a temporary defensive measure in response to adverse market conditions or to keep cash on hand fully invested. During these periods, the weighted average maturity of the Portfolios investment portfolio may fall below the defined range described above under Portfolio Maturity and Effective Duration and the Portfolio may not achieve its objectives. The Portfolio does not expect to invest substantial amounts in short-term investments as a defensive measure except under extraordinary circumstances.
For more information on eligible short-term investments, see the statement of additional information.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
The Portfolio may purchase securities on a when-issued or delayed delivery basis. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a future date later than the normal settlement date. Transactions that settle more than 60 days after purchase are called forwards.
Municipal forwards pay higher interest rates after settlement than standard bonds to compensate the buyer for bearing market risk but deferring income during the settlement period, and can often be bought at attractive prices and yields. For instance, if the Portfolio knows that a portfolio bond will, or is likely to, be called or mature on a specific future date, the Portfolio may buy a forward settling on or about that date to replace the called or maturing bond and lock in a currently attractive interest rate. Also, the Portfolio may invest up to 15% of its net assets in forwards that do not serve to replace a specific bond.
Disclosure of Portfolio Holdings
A description of the Portfolios policies and procedures with respect to the disclosure of its portfolio holdings is available in the Portfolios statement of additional information. A list of the Portfolios portfolio holdings is available on the Portfolios websitewww.nuveenassetmanagement.comby clicking the Municipal Fixed Income link, then click the Investment Resources link, then click the Product Literature link, then click the Total Return SMA link, and then click the NAM Managed Accounts Portfolio Solutions Holdings link. By following these links, you can obtain a complete list of the Portfolios holdings as of the end of the most recent month. This information will remain available on the website until the Portfolio files with the Securities and Exchange Commission its annual, semi-annual or quarterly holdings report for the fiscal period that includes the date(s) as of which the website information is current.
Investment Philosophy
Nuveen Asset Management believes that the tax treatment of municipal securities and the structural characteristics in the municipal securities market create opportunities to enhance the after-tax total return and diversification of the investment portfolios of taxable investors.
Section 2 How We Manage Your Money
11
Investment Process
Nuveen Asset Management believes that a value-oriented investment strategy that seeks to identify underrated and undervalued securities and sectors is positioned to capture the opportunities inherent in the municipal securities market and potentially outperform the general municipal securities market over time. The primary elements of Nuveen Asset Managements investment process are:
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Credit analysis and surveillance |
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Sector analysis |
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Limited industry concentration |
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Trading strategies |
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Sell discipline |
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Yield curve and structural analysis |
Risk is inherent in all investing. Investing in a mutual fund 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 principal risks that you assume when you invest in the Portfolio. These risks are listed alphabetically below. Because of these risks, you should consider an investment in the Portfolio to be a long-term investment.
Alternative minimum tax risk: The Portfolio has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Portfolios otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call risk: Debt securities are subject to call risk. Many bonds may be redeemed at the option of the issuer, or called, before their stated maturity date. In general, an issuer will call its bonds if they can be refinanced by issuing new bonds which bear a lower interest rate. The Portfolio is subject to the possibility that during periods of falling interest rates, a bond issuer will call its high yielding bonds. The Portfolio would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income.
Credit risk: Credit risk is the risk that an issuer of a debt security held by the Portfolio may be unable or unwilling to make interest and principal payments and the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments. Debt securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. The credit rating of a debt security may be lowered if the issuer suffers adverse changes in its financial condition, which can lead to greater volatility in the price of the security and in shares of the Portfolio, and can also affect the bonds liquidity and make it more difficult for the Portfolio to sell. When the Portfolio purchases unrated securities, it will depend on the sub-advisers analysis of credit risk without the assessment of an independent rating organization, such as Moodys or Standard & Poors. Credit risk may be increased by the Portfolios investments in inverse floaters because of the leveraged nature of these investments.
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Section 2 How We Manage Your Money
Credit spread risk: Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market believes that bonds generally have a greater risk of default. Increasing credit spreads may reduce the market values of the Portfolios securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities. In addition, when credit spreads increase, reductions in market value will generally be greater for longer-maturity securities.
Cybersecurity risk: Intentional cybersecurity breaches include: unauthorized access to systems, networks or devices (such as through hacking activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws).
A cybersecurity breach could result in the loss or theft of customer data or funds, the inability to access electronic systems (denial of services), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Portfolio, the Portfolios advisor or sub-advisor, a financial intermediary, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. In addition, such incidents could affect issuers in which the Portfolio invests, and thereby cause the Portfolios investments to lose value.
Defaulted bond risk: Defaulted bonds are speculative and involve substantial risks in addition to the risks of investing in high yield securities that have not defaulted. The Portfolio generally will not receive interest payments on the defaulted bonds and there is a substantial risk that principal will not be repaid. The Portfolio may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a defaulted bond, the Portfolio may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Defaulted bonds and any securities received in exchange for defaulted bonds may be subject to restrictions on resale.
High yield securities risk: Securities that are rated below-investment grade are commonly referred to as high yield securities or junk bonds. High yield securities usually offer higher yields than investment grade securities, but also involve more risk. High yield securities may be more susceptible to real or perceived adverse economic conditions than investment grade securities, and they generally have more volatile prices and carry more risk to principal. In addition, liquidity risk is greater for high yield securities than for investment grade securities.
Income risk: The Portfolios income could decline during periods of falling interest rates because the Portfolio generally will have to invest the proceeds from sales of Portfolio shares, as well as the proceeds from maturing portfolio securities (or portfolio securities that have been called, see Call risk above), in lower-yielding securities. In addition, the Portfolios income could decline when the Portfolio experiences defaults on debt securities it holds. Also, if the Portfolio invests in inverse floaters, whose income payments vary inversely with changes in short-term market rates, the Portfolios income may decrease if short-term interest rates rise.
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13
Interest rate risk: Debt securities held by the Portfolio will fluctuate in value with changes in interest rates. In general, debt securities will increase in value when interest rates fall and decrease in value when interest rates rise. The Portfolio may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. Longer-term debt securities are generally more sensitive to interest rate changes. Rising interest rates also may lengthen the duration of debt securities with call features, since exercise of the call becomes less likely as interest rates rise, which in turn will make the securities more sensitive to changes in interest rates and result in even steeper price declines in the event of further interest rate increases. Interest rate risk may be increased by the Portfolios investment in inverse floaters and forward commitments because of the leveraged nature of these investments.
Inverse floaters risk: The use of inverse floaters by the Portfolio creates effective leverage. Due to the leveraged nature of these investments, the value of an inverse floater will increase and decrease to a significantly greater extent than the values of the TOB trusts underlying municipal bonds in response to changes in market interest rates or credit quality. An investment in inverse floaters typically will involve greater risk than an investment in a fixed rate municipal bond, including, in the case of recourse inverse floaters (discussed below), the risk that the Portfolio may lose more than its original principal investment.
Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Portfolio on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. The greater the amount of floaters sold by a TOB trust relative to the inverse floaters (i.e., the greater the effective leverage of the inverse floaters), the more volatile the distributions on the inverse floaters will be. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
The Portfolio may invest in recourse inverse floaters. With such an investment, the Portfolio will be required to reimburse the liquidity provider of a TOB trust for any shortfall between the outstanding amount of any floaters and the value of the municipal bonds in the TOB trust in the event the floaters cannot be successfully remarketed, which could cause the Portfolio to lose money in excess of its investment.
A TOB trust may be terminated without the Portfolios consent upon the occurrence of certain events, such as the bankruptcy or default of the issuer of the securities in the trust. If that happens, the floaters will be redeemed at par (plus accrued interest) out of the proceeds from the sale of securities in the TOB trust, and the Portfolio will be entitled to the remaining proceeds, if any. Thus, if there is a decrease in the value of the securities held in the TOB trust, the Portfolio may lose some or all of the principal amount of its investment in the inverse floaters. As noted above, in the case of recourse inverse floaters, the Portfolio could lose money in excess of its investment.
TOB trusts have historically been established by third party sponsors (e.g., banks, broker-dealers and other financial institutions). Rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule ) may preclude banking entities and their affiliates from sponsoring TOB trusts. In response to these
14
Section 2 How We Manage Your Money
restrictions, market participants have developed a new structure for TOB trusts designed to ensure that no banking entity is sponsoring the TOB trust for purposes of the Volcker Rule. To the extent that the Portfolio, rather than a third-party bank or financial institution, sponsors a TOB trust, certain responsibilities that previously belonged to the sponsor bank will be performed by, or on behalf of, the Portfolio. The Portfolios additional duties and responsibilities under the new TOB trust structure may give rise to certain additional risks including compliance, securities law and operational risks.
Municipal bond market liquidity risk: Inventories of municipal bonds held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities. This reduction in market making capacity has the potential to decrease the Portfolios ability to buy or sell bonds, and increase bond price volatility and trading costs, particularly during periods of economic or market stress. In addition, recent federal banking regulations may cause certain dealers to reduce their inventories of municipal bonds, which may further decrease the Portfolios ability to buy or sell bonds. As a result, the Portfolio may be forced to accept a lower price to sell a security, to sell other securities to raise cash, or to give up an investment opportunity, any of which could have a negative effect on performance. If the Portfolio needed to sell large blocks of bonds to raise cash (such as to meet heavy shareholder redemptions), those sales could further reduce the bonds prices and hurt performance.
Municipal lease obligations risk: The Portfolio may purchase participation interests in municipal leases. These are undivided interests in a lease, installment purchase contract, or conditional sale contract entered into by a state or local government unit to acquire equipment or facilities. Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body. Although these kinds of obligations are secured by the leased equipment or facilities, it might be difficult and time consuming to dispose of the equipment or facilities in the event of non-appropriation, and the Portfolio might not recover the full principal amount of the obligation.
Political and economic risks: The values of municipal securities may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. Other factors that could affect municipal securities include a change in the local, state, or national economy, demographic factors, ecological or environmental concerns, statutory limitations on the issuers ability to increase taxes, and other developments generally affecting the revenue of issuers (for example, legislation or court decisions reducing state aid to local governments or mandating additional services). This risk would be heightened to the extent that the Portfolio invests a substantial portion of the below-investment grade quality portion of its portfolio in the bonds of similar projects (such as those relating to the education, health care, housing, transportation, or utilities industries), in industrial development bonds, or in particular types of municipal securities (such as general obligation bonds, private activity bonds or moral obligation bonds) that are particularly exposed to specific types of adverse economic, business or political events.
Section 2 How We Manage Your Money
15
To the extent that the Portfolio invests a significant portion of its assets in the securities of issuers located in a given state or U.S. territory, it will be disproportionally affected by political and economic conditions and developments in that state or territory. In addition, economic, political or regulatory changes in that state or territory could adversely affect municipal bond issuers in that state or territory and therefore the value of the Portfolios investment portfolio.
Tax risk: Proposals have been made to restrict or eliminate the federal income tax exemption for interest on municipal securities, and similar proposals may be introduced in the future. Proposed flat tax and value added tax proposals would also have the effect of eliminating the tax preference for municipal securities. Some of the proposals would apply to interest on municipal securities issued before the date of enactment, which would adversely affect their value to a material degree. If such a proposal were enacted, the availability of municipal securities for investment by the Portfolio and the value of the Portfolios portfolio would be adversely affected.
Valuation risk: The debt securities in which the Portfolio may invest typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows and transactions for comparable instruments. There is no assurance that the Portfolio will be able to sell a portfolio security at the price established by the pricing service, which could result in a loss to the Portfolio. Pricing services generally price debt securities assuming orderly transactions of an institutional round lot size, but some trades may occur in smaller, odd lot sizes, often at lower prices than institutional round lot trades.
When-issued, delayed-delivery and forward commitment transactions risk: These transactions involve an element of risk because, although the Portfolio will not have made any cash outlay prior to the settlement date, the value of the security to be purchased may decline to a level below its purchase price before that settlement date.
Zero coupon bonds risk: As interest on zero coupon bonds is not paid on a current basis, the values of the bonds are subject to greater fluctuations than are the value of bonds that distribute income regularly and may be more speculative than such bonds. Accordingly, the values of zero coupon bonds may be highly volatile as interest rates rise or fall. In addition, while zero coupon bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Portfolio to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
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Section 2 How We Manage Your Money
Eligible Investors
Portfolio shares may be purchased only by or on behalf of separately managed account clients where Nuveen Asset Management has an agreement to serve as investment adviser or sub-adviser to the account with the separately managed account program sponsor (typically a registered investment adviser or broker-dealer) or directly with the client. The Portfolio intends to redeem shares held by or on behalf of a shareholder who ceases to be an eligible investor as described above, and each shareholder, by purchasing shares, agrees to any such redemption.
Calculation of Share Price
Shares may be purchased on any business day, which is any day the New York Stock Exchange (the NYSE ) is open for business. Generally, the NYSE is closed on weekends and national holidays. The share price you pay depends on when the Portfolio receives your order. Orders will generally be placed on your behalf by Nuveen Asset Management as manager of your municipal separately managed account. Orders received by the Portfolio, and verified as described below, before the close of trading on a business day (normally, 4:00 p.m. New York time) will receive that days closing share price; otherwise, you will receive the next business days price.
The timing of the investment in the Portfolio as part of your separately managed account will depend on several factors, including, but not limited to, verification with your financial advisor or firm that Nuveen Asset Management is authorized to trade on behalf of the separately managed account, confirmation of the separately managed account investment parameters, funding of the account, liquidation of existing securities, and specific order placement procedures of separately managed account sponsors.
Investment Minimums
There are no minimum initial investment requirements. The municipal separately managed accounts with which the Portfolio is associated typically impose relatively large minimum investment requirements, which will operate as an effective minimum for the Portfolio. The Portfolio, however, reserves the right to reject purchase orders and to implement portfolio-level minimum investment requirements.
Redemption Procedures
Shares may be redeemed on any business day, which is any day the NYSE is open for business. Typically, the redemption request will be initiated either by you through the separately managed account program advisor reducing or totally liquidating your municipal separately managed account or by the portfolio manager for your separately managed account redeeming shares on your behalf in order to raise cash to fund the purchase of individual municipal bonds or other investments within your separately managed account. You will receive the share price next determined after the Portfolio has received your properly completed redemption request. Your direct or indirect redemption request must be received before the close of trading (normally, 4:00 p.m. New York time) for you to receive that days price.
In most cases, purchase and redemption orders are made to the broker-dealer who executes trades for the applicable separately managed account
Section 3 General Information
17
based on instructions from the separately managed account adviser in its capacity as investment adviser or sub-adviser to the account.
Redemptions may be suspended when trading on the NYSE is restricted or during an emergency that makes it impracticable for the Portfolio to dispose of its securities or to determine fairly the value of its net assets or during any other period as permitted by the Securities and Exchange Commission for the protection of investors. Under these and other unusual circumstances, the Portfolio may delay redemption payments for more than seven days as permitted by law.
The Portfolio declares tax-free dividends daily and pays such dividends monthly, usually on the first business day of the month. Your account will begin to accrue dividends on the business day after the day when the monies used to purchase your shares are collected by the transfer agent. The Portfolio declares and pays any taxable capital gains or other taxable distributions once a year at year end.
Dividends and capital gains and other distributions will be paid only in cash and will not be reinvested in additional shares of the Portfolio. For further information, contact your financial advisor or call Nuveen Investment Services at (800) 257-8787.
Taxes and Tax Reporting
Because the Portfolio invests primarily in municipal bonds, the regular monthly dividends you receive will generally be exempt from regular federal income tax. All or a portion of these dividends, however, may be subject to state and local taxes or to the federal alternative minimum tax.
Although the Portfolio does not seek to realize taxable income or capital gains, the Portfolio may realize and distribute taxable income or capital gains from time to time as a result of the Portfolios normal investment activities. The Portfolios distributions of these amounts are taxed as ordinary income or capital gains. These distributions may also be subject to state and local tax. Distributions from the Portfolios long-term capital gains are taxable as capital gains, while distributions from short-term capital gains and net investment income are generally taxable as ordinary income. The Portfolios taxable dividends are not expected to qualify for a dividends received deduction if you are a corporate shareholder or for the lower tax rates on qualified dividend income.
Individuals with adjusted gross income exceeding $200,000 ($250,000 if married and filing jointly) are generally subject to a 3.8% Medicare contribution tax on their net investment income, generally including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares). Net investment income does not include exempt-interest dividends.
Early in each year, you will receive a statement detailing the amount and nature of all distributions that you were paid during the prior year. You will receive the statement from the sponsor of your separately managed account program.
If you receive social security or railroad retirement benefits, you should consult your tax advisor about how an investment in the Portfolio may affect the taxation of your benefits.
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Section 3 General Information
Please consult the statement of additional information and your tax advisor for more information about taxes.
Buying or Selling Shares Close to a Record Date
Buying Portfolio shares shortly before the record date for a taxable income or capital gain distribution is commonly known as buying the dividend. The entire distribution may be taxable to you even though a portion of the distribution effectively represents a return of your purchase price.
Taxable Equivalent Yields
The taxable equivalent yield is the current yield you would need to earn on a taxable investment in order to equal on an after tax basis a stated federal tax-free yield on a municipal investment. To assist you in comparing municipal investments like the Portfolio with fully taxable alternative investments, the table below presents the taxable equivalent yields for a range of hypothetical federal tax-free yields and tax rates:
| Taxable Equivalent of Tax-Free Yields | To Equal a Tax-Free Yield of: | |||||||||||||||
| 2.00 | % | 3.00 | % | 4.00 | % | 5.00 | % | |||||||||
| Tax Bracket: | A Taxable Investment Would Need to Yield: | |||||||||||||||
| 25% | 2.67 | % | 4.00 | % | 5.33 | % | 6.67 | % | ||||||||
| 28% | 2.78 | % | 4.17 | % | 5.56 | % | 6.94 | % | ||||||||
| 33% | 2.99 | % | 4.48 | % | 5.97 | % | 7.46 | % | ||||||||
| 35% | 3.08 | % | 4.62 | % | 6.15 | % | 7.69 | % | ||||||||
| 39.6% | 3.31 | % | 4.97 | % | 6.62 | % | 8.28 | % | ||||||||
| 43.4%* | 3.53 | % | 5.30 | % | 7.07 | % | 8.83 | % | ||||||||
| * | This is the maximum stated regular federal tax rate of 39.6% plus the 3.8% Medicare tax imposed on the net investment income of certain taxpayers. The Medicare tax could also apply to taxpayers in other tax brackets. |
The yields and tax rates shown above are hypothetical and do not predict your actual returns or effective tax rate. For more detailed information, see the statement of additional information or consult your tax advisor.
The price you pay for your shares or the amount you receive upon redemption of your shares is based on the Portfolios net asset value per share, which is determined as of the close of trading (normally 4:00 p.m. New York time) on each day the NYSE is open for business. Net asset value is calculated for the Portfolio by taking the value of the 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.
In determining net asset value, portfolio instruments generally are valued using prices provided by independent pricing services or obtained from other sources, such as broker-dealer quotations. Exchange-traded instruments generally are valued at the last reported sales price or official closing price on an exchange, if available. Independent pricing services typically value non-exchange-traded instruments utilizing a range of market-based inputs and assumptions. For example, when available, pricing services may utilize inputs such as benchmark yields, reported trades, broker-dealer quotes, spreads, and transactions for comparable instruments. In pricing certain instruments, the pricing services may consider information about an instruments issuer or market activity provided by the Portfolios investment adviser or sub-adviser. Pricing service valuations of non-exchange-traded
Section 3 General Information
19
instruments represent the services good faith opinion as to what the holder of an instrument would receive in an orderly transaction for an institutional round lot position under current market conditions. It is possible that these valuations could be materially different from the value that the Portfolio realizes upon the sale of an instrument.
If a price cannot be obtained from a pricing service or other pre-approved source, or if, in the judgment of Nuveen Fund Advisors, a price is unreliable, a portfolio instrument will be valued at its fair value as determined in good faith by the Board of Trustees or its appointee. Nuveen Fund Advisors may determine that a price is unreliable in various circumstances. For example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous days price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ materially from the price in question.
The Board of Trustees has adopted valuation procedures for the Portfolio and has appointed the Nuveen Fund Advisors Valuation Committee with the day-to-day responsibility for fair value determinations. All fair value determinations made by the Valuation Committee are subject to review and ratification by the Board of Trustees. As a general principle, the fair value of a portfolio instrument is the amount that an owner might reasonably expect to receive upon the instruments current sale. A range of factors and analysis may be considered when determining fair value, including relevant market data, interest rates, credit considerations and/or issuer specific news. However, fair valuation involves subjective judgments and it is possible that the fair value determined for a portfolio instrument may be materially different from the value that could be realized upon the sale of that instrument.
Because the Portfolio is designed to be a component of a separately managed account that also invests in individual securities and other investments, its shares may be purchased or redeemed on a frequent basis for rebalancing purposes, to invest new monies, or to accommodate reductions in account size. The Portfolio is managed in a manner that is consistent with its role in the separately managed account. Because all purchase and redemption orders are initiated by Nuveen Asset Management, separately managed account clients are not in a position to effect purchase or redemption orders and are, therefore, unable to directly trade in shares of the Portfolio.
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Section 3 General Information
The custodian of the assets of the Portfolio is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian also provides certain accounting services to the Portfolio. The Portfolios transfer, shareholder services and dividend paying agent, Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.
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The financial highlights table is intended to help you understand the Portfolios financial performance for the past five fiscal years. Certain information reflects financial results for a single Portfolio share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Portfolio. The information has been audited by PricewaterhouseCoopers LLP, whose report for the most recent fiscal year, along with the Portfolios financial statements, are included in the annual report, which is available upon request.
Municipal Total Return Managed Accounts Portfolio
| Investment Operations | Less Distributions | Ratios/Supplemental Data | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Year Ended
July 31, |
Beginning
NAV |
Net
Income
|
Net
Realized/ Unrealized Gain (Loss) |
Total |
From Net
Investment Income |
From
Accumulated Net Realized Gains |
Total |
Ending
NAV |
Total
Return(b) |
Ending
Net Assets (000) |
Ratios of
Expenses to Average Net Assets(c)(d) |
Ratios of Net
Income (Loss)
|
Portfolio
Turnover Rate(e) |
|||||||||||||||||||||||||||||||||||||||
| 2015 | $ | 10.67 | $ | .45 | $ | .18 | $ | .63 | $ | (.45 | ) | $ | | $ | (.45 | ) | $ | 10.85 | 5.96 | % | $ | 398,036 | .01 | % | 4.12 | % | 21 | % | ||||||||||||||||||||||||
| 2014 | 10.13 | .45 | .61 | 1.06 | (.46 | ) | (.06 | ) | (.52 | ) | 10.67 | 10.85 | 330,006 | | * | 4.39 | 27 | |||||||||||||||||||||||||||||||||||
| 2013 | 11.13 | .46 | (.82 | ) | (.36 | ) | (.47 | ) | (.17 | ) | (.64 | ) | 10.13 | (3.54 | ) | 303,672 | | * | 4.17 | 25 | ||||||||||||||||||||||||||||||||
| 2012 | 10.22 | .51 | .95 | 1.46 | (.52 | ) | (.03 | ) | (.55 | ) | 11.13 | 14.66 | 268,776 | | 4.75 | 29 | ||||||||||||||||||||||||||||||||||||
| 2011 | 10.42 | .54 | (.11 | ) | .43 | (.54 | ) | (.09 | ) | (.63 | ) | 10.22 | 4.38 | 173,359 | .01 | 5.33 | 17 | |||||||||||||||||||||||||||||||||||
| (a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
| (b) | Total Return is the combination of changes in NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. Total Return is not annualized. |
| (c) | After fee waiver and/or expense reimbursement from Nuveen Fund Advisors, where applicable. |
| (d) | The expense ratios reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as described in Note 3 Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities, in the most recent shareholder report. |
| (e) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5 Investment Transactions, in the most recent shareholder report) divided by the average long-term market value during the period. |
| * | Rounds to less than .01%. |
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Section 4 Financial Highlights
Nuveen Managed Accounts Portfolios Trust
Several additional sources of information are available to you, including the codes of ethics adopted by the Portfolio, Nuveen Investments, Nuveen Fund Advisors and Nuveen Asset Management. The statement of additional information, incorporated by reference into this prospectus, contains detailed information on the policies and operation of the Portfolio included in this prospectus. Additional information about the Portfolios investments is available in the annual and semi-annual reports to shareholders. In the Portfolios annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Portfolios performance during its last fiscal year. The Portfolios most recent statement of additional information, annual and semi-annual reports and certain other information are available, free of charge, by calling Nuveen Investor Services at (800) 257-8787 or through your financial advisor. Shareholders may call the toll free number above with any inquiries.
You may also obtain this and other Portfolio information directly from the Securities and Exchange Commission ( SEC ). Reports and other information about the Portfolio are available on the EDGAR Database on the SECs website at http://www.sec.gov or in person at the SECs Public Reference Room in Washington, D.C. Call the SEC at (202) 551-8090 for room hours and operation. You may also request Portfolio information by sending an e-mail request to publicinfo@sec.gov or by writing to the SECs Public Reference Section at 100 F Street, NE, Washington, D.C. 20549-1520. The SEC may charge a copying fee for this information.
The Portfolio is a series of Nuveen Managed Accounts Portfolios Trust, whose Investment Company Act file number is 811-22023
Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
www.nuveen.com
MPR-MAPS-1115P
November 30, 2015
Municipal Total Return Managed Accounts Portfolio
Ticker Symbol: NMTRX
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (
SAI
) is not a prospectus. This SAI relates to, and should be read in conjunction with,
the Prospectus dated November 30, 2015 for Municipal Total Return Managed Accounts Portfolio (the
Portfolio
), a series of Nuveen Managed Accounts Portfolios Trust. A Prospectus may be obtained without charge by written request to
Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, or by
calling (800) 257-8787.
The audited financial statements for the Portfolios most recent fiscal year appear in the Portfolios Annual Report dated July 31, 2015, which is incorporated herein by reference and is available without charge by calling (800) 257-8787.
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| Disclosure of Portfolio Holdings | S-43 | |||
| Net Asset Value | S-45 | |||
| Shares of Beneficial Interest | S-45 | |||
| Tax Matters | S-45 | |||
| S-45 | ||||
| S-46 | ||||
| S-46 | ||||
| S-46 | ||||
| S-47 | ||||
| S-47 | ||||
| S-47 | ||||
| S-47 | ||||
| S-48 | ||||
| S-48 | ||||
| S-48 | ||||
| S-49 | ||||
| S-49 | ||||
| Purchase and Redemption of Shares | S-49 | |||
| S-49 | ||||
| S-50 | ||||
| Distribution | S-50 | |||
| Financial Statements | S-50 | |||
| Appendix ARatings of Investments | A-1 | |||
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The Portfolio is a diversified series of Nuveen Managed Accounts Portfolios Trust (the Trust ), an open-end management investment company organized as a Massachusetts business trust on November 14, 2006. The Trust is a series company under Rule 18f-2 of the Investment Company Act of 1940, as amended (the 1940 Act ). The Trust currently has one series. As a series of the Trust, the Portfolio represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objectives and policies. The Portfolio was developed exclusively for use within Nuveen-sponsored separately managed accounts. The Portfolios investment adviser is Nuveen Fund Advisors, LLC ( Nuveen Fund Advisors or the Adviser ). The Portfolios sub-adviser is Nuveen Asset Management, LLC ( Nuveen Asset Management or the Sub-Adviser ).
Certain matters under the 1940 Act, which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of the Portfolio.
The investment objectives and certain investment policies of the Portfolio are described in the Prospectus. The Portfolio, as a fundamental policy, may not, without the approval of the holders of a majority of the Portfolios outstanding voting shares:
(1) Borrow money, except as permitted by the Investment Company Act of 1940 (the 1940 Act ) and exemptive orders granted thereunder.
(2) Issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.
(3) Act as an underwriter of another issuers securities, except to the extent that the Portfolio may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended, in connection with the purchase and sale of securities and other instruments held in its portfolio.
(4) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prevent the Portfolio from purchasing or selling securities or other instruments backed by real estate or interests therein or of issuers engaged in real estate activities.
(5) Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prohibit the Portfolio from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to commodities.
(6) Make loans, except as permitted by the 1940 Act and exemptive orders granted thereunder.
(7) Invest more than 25% of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
(8) Make any investment inconsistent with the Portfolios classification as a diversified company under the 1940 Act.
Except with respect to the limitation set forth in number (1) above, the foregoing restrictions and limitations will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.
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For purposes of applying the limitations set forth in numbers (1) and (2) above, under the 1940 Act as currently in effect, the Portfolio is not permitted to issue senior securities, except that the Portfolio may borrow from any bank if immediately after such borrowing the value of the Portfolios total assets is at least 300% of the principal amount of all of the Portfolios borrowings (i.e., the principal amount of the borrowings may not exceed 33 1 / 3 % of the Portfolios total assets). In the event that such asset coverage shall at any time fall below 300%, the Portfolio shall, within three calendar days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%. No exemptive orders have been issued with respect to the limitation set forth in number (1).
For purposes of applying the limitation set forth in number (6) above, there are no limitations with respect to unsecured loans made by the Portfolio to an unaffiliated party. However, if the Portfolio loans its portfolio securities, the obligation on the part of the Portfolio to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Portfolio may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan. No exemptive orders have been issued with respect to the limitation set forth in number (6).
For purposes of applying the limitation set forth in number (7) above, issuers of the following securities will not be considered to be members of any industry: securities of the U.S. government and its agencies or instrumentalities; except as set forth in the following sentence, securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign governments; and repurchase agreements collateralized by any such obligations. To the extent that the income from a municipal bond is derived from a specific project, the securities will be deemed to be from the industry of that project. This limitation also does not place a limit on investment in issuers domiciled in a single jurisdiction or country.
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. Where a security is insured by bond insurance, it shall not be considered a security issued or guaranteed by the insurer; instead the issuer of such security will be determined in accordance with the principles set forth above. The foregoing restrictions do not limit the percentage of the Portfolios assets that may be invested in securities insured by any single insurer.
For purposes of applying the limitations set forth in numbers (7) and (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 user, 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 user, then such non-governmental user would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior or unrelated governmental entity 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.
With respect to the limitation in number (8) above, the Portfolio is currently classified as a diversified fund under the 1940 Act. This means that the Portfolio may not purchase securities of an issuer (other than (i) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, (ii) repurchase agreements fully collateralized by U.S. government securities, or (iii) securities issued by other investment companies) if, with respect to 75% of its total assets, (i) more than 5% of the Portfolios total assets would be invested in securities of that issuer, or (ii) the Portfolio would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of total assets, the Portfolio can invest more than 5% of its assets in one issuer.
The Portfolio has adopted a fundamental investment policy pursuant to Rule 35d-1 under the 1940 Act (the Name Policy ) whereby the Portfolio, under normal market conditions, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in municipal bonds that pay interest that is exempt from regular federal personal income tax. For
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purposes of the Name Policy, the Portfolio considers the term investments to include both direct investments and indirect investments (e.g., investments in an underlying fund, derivatives and synthetic instruments with economic characteristics similar to the underlying asset).
The foregoing fundamental investment policies, together with the investment objectives of the Portfolio, cannot be changed without approval by holders of a majority of the Portfolios outstanding voting shares. As defined in the 1940 Act, this means the vote of (i) 67% or more of the Portfolios shares present at a meeting, if the holders of more than 50% of the Portfolios shares are present or represented by proxy, or (ii) more than 50% of the Portfolios shares, whichever is less.
In addition, the Portfolio, as a non-fundamental policy that may be changed by the Board of Trustees, may not:
(1) Invest more than 15% of its net assets in illiquid securities, including repurchase agreements maturing in more than seven days.
(2) Invest more than 50% of its net assets in inverse floating rate securities.
(3) Purchase securities when borrowings exceed 5% of its total assets. If due to market fluctuations or other reasons, the value of the Portfolios assets falls below 300% of its borrowings, the Portfolio will reduce its borrowings within 3 business days.
(4) Invest directly in futures, options on futures and swaps to the extent that the Adviser would be required to register with the Commodity Futures Trading Commission ( CFTC ) as a commodity pool operator. See Investment Policies and TechniquesHedging and Other ActionsLimitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps.
For purposes of number (1) above, the Portfolio will monitor portfolio liquidity on an ongoing basis and, in the event more than 15% of the Portfolios net assets are invested in illiquid securities, the Portfolio will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity. Illiquid securities will have the same meaning as given in guidance provided by the staff of the Securities and Exchange Commission ( SEC ).
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Portfolios investment objectives, principal investment strategies, policies and techniques that appears in the Prospectus for the Portfolio. Additional information concerning principal investment strategies of the Portfolio, and other investment strategies that may be used by the Portfolio, is set forth below in alphabetical order. Additional information concerning the Portfolios investment restrictions is set forth above under Investment Restrictions.
If a percentage limitation on investments by the Portfolio stated in this SAI or the Prospectus is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing.
References in this section to the Adviser also apply, to the extent applicable, to the Sub-Adviser of the Portfolio.
To the extent required by SEC guidelines, the Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (a) an offsetting position for the same type of financial asset or (b) cash or liquid securities, designated on the Portfolios books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (a). Examples of transactions governed by these asset coverage requirements include, for example, futures contracts and options on futures contracts, swaps and when-issued and delayed delivery transactions. Assets used as offsetting positions, designated on the Portfolios books, or held in a segregated account cannot be sold while the positions requiring cover are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as
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offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.
In the case of futures contracts that are not contractually required to cash settle, the Portfolio must set aside liquid assets equal to such contracts full notional value (generally, the total numerical value of the asset underlying a future or forward contract at the time of valuation) while the positions are open. With respect to futures contracts that are contractually required to cash settle, however, the Portfolio is permitted to set aside liquid assets in an amount equal to the Portfolios daily mark-to-market net obligation (i.e., the Portfolios daily net liability) under the contracts, if any, rather than such contracts full notional value. By setting aside assets equal to only its net obligations under cash-settled futures, the Portfolio may employ leverage to a greater extent than if the Portfolio were required to segregate assets equal to the full notional value of such contracts.
The Portfolio, along with certain other funds managed by the Adviser ( Participating Funds ), is a party to a 364-day, $2.53 billion credit agreement with a group of lenders (the Credit Agreement ), which expires in July 2016, unless extended or renewed. The Portfolio may borrow under the Credit Agreement to meet shareholder redemptions and for other lawful purposes. Borrowing results in interest expense and other fees and expenses, which may increase the Portfolios net expenses and reduce the Portfolios return. Participating Funds have been allocated different portions of the committed amount of the Credit Facility based primarily on the expected likelihood and extent of the need to borrow under the Credit Agreement. Administration, arrangement and commitment fees under the Credit Agreement are allocated among Participating Funds based upon portions of the aggregate commitment available to them and other factors deemed relevant by the Adviser and the Board of each Participating Fund.
Subject to the limitations set forth below under Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps, the Portfolio may use derivative instruments as described below. Generally, a derivative is a financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate or index. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, loans, commodities, interest rates, currency exchange rates, and various domestic and foreign indices.
The Portfolio may use derivatives for a variety of reasons, including as a substitute for investing directly in securities, as part of a hedging strategy (that is, for the purpose of reducing risk to the Portfolio), to manage the effective duration of the Portfolios portfolio, or for other purposes related to the management of the Portfolio. Derivatives permit the Portfolio to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Portfolio can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on the Portfolios performance.
While transactions in some derivatives may be effected on established exchanges, many other derivatives are privately negotiated and entered into in the over-the-counter ( OTC ) market with a single counterparty. When exchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands between each buyer and seller and effectively guarantees performance of each contract, either on a limited basis through a guaranty fund or to the full extent of the clearing agencys balance sheet. Transactions in OTC derivatives not subject to a clearing requirement have no such protection. Each party to an uncleared OTC derivative bears the risk that its direct counterparty will default. In addition, OTC derivatives are generally less liquid than exchange-traded derivatives because they often can only be closed out with the other party to the transaction.
The use of derivative instruments is subject to applicable regulations of the SEC, the CFTC, various state regulatory authorities and, with respect to exchange-traded derivatives, the several exchanges upon which they are traded. As discussed above under Asset Coverage Requirements,
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in order to engage in certain transactions in derivatives, the Portfolio may be required to hold offsetting positions or to hold cash or liquid securities in a segregated account or designated on the Portfolios books. In addition, the Portfolios ability to use derivative instruments may be limited by tax considerations.
The particular derivative instruments the Portfolio can use are described below. The Portfolios portfolio manager may decide not to employ some or all of these instruments, and there is no assurance that any derivatives strategy used by the Portfolio will succeed. The Portfolio may employ new derivative instruments and strategies when they are developed, if those investment methods are consistent with the Portfolios investment objectives and are permissible under applicable regulations governing the Portfolio.
Futures
The Portfolio may engage in futures transactions. The Portfolio may buy and sell futures contracts that relate to (1) interest rates, (2) debt securities and (3) bond indices. The Portfolio may only enter into futures contracts which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.
A futures contract is an agreement between two parties to buy and sell a security, index or interest rate (each a financial instrument ) for a set price on a future date. Certain futures contracts, such as futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures contract. Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial instrument at the close of the last trading day of the contract and the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.
Unlike when the Portfolio purchases or sells a security, no price is paid or received by the Portfolio upon the purchase or sale of a futures contract. Initially, the Portfolio will be required to deposit with its futures broker (also known as a futures commission merchant ( FCM )) an amount of cash or securities equal to a specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held as margin is generally invested by the FCM in high-quality instruments permitted under CFTC regulations, with returns retained by the FCM and interest paid to the Portfolio on the cash at an agreed-upon rate. The Portfolio will also receive any interest paid from coupon-bearing securities, such as Treasury securities, held in margin accounts. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by the Portfolio as unrealized gains or losses. At any time prior to expiration of the futures contract, the Portfolio may elect to close the position by taking an opposite position that will operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Portfolio, and the Portfolio realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of the Portfolio, the Portfolio may be entitled to the return of margin owed to it only in proportion to the amount received by the FCMs other customers, potentially resulting in losses to the Portfolio. Futures transactions also involve brokerage costs.
Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily
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limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
Options on Futures
The Portfolio may also purchase or write put and call options on futures contracts and write straddles, which consist of a call and put option on the same futures contract. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price prior to the expiration of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. Prior to exercise or expiration, a futures option may be closed out by an offsetting purchase or sale of a futures option of the same series.
The Portfolio may use options on futures contracts in connection with hedging strategies. The writing of a call option or the purchasing of a put option on a futures contract constitutes a partial hedge against declining prices of the securities which are deliverable upon exercise of the futures contract. If the futures price at expiration of a written call option is below the exercise price, the Portfolio will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Portfolios holdings of securities. If the futures price when the option is exercised is above the exercise price, however, the Portfolio will incur a loss, which may be offset, in whole or in part, by the increase in the value of the securities held by the Portfolio that were being hedged. Writing a put option or purchasing a call option on a futures contract serves as a partial hedge against an increase in the value of the securities the Portfolio intends to acquire.
When writing a call option, the Portfolio must either segregate liquid assets with a value equal to the fluctuating market value of the optioned futures contract, or the Portfolio must own an option to purchase the same futures contract having an exercise price that is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Portfolio in segregated liquid assets.
When writing a put option, the Portfolio must segregate liquid assets in an amount not less than the exercise price, or own a put option on the same futures contract where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Portfolio in segregated liquid assets.
When the Portfolio writes a straddle, sufficient assets will be segregated to meet the Portfolios immediately obligations. The Portfolio may segregate the same liquid assets for both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Portfolio will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
As with investments in futures contracts, the Portfolio is required to deposit and maintain margin with respect to put and call options on futures contracts written by it.
Swap Transactions
The Portfolio may enter into interest rate, total return and credit default swap agreements, along with other swap agreements for any purpose consistent with the Portfolios investment objective. The Portfolio may also enter into options on the foregoing types of swap agreements ( swap options ).
The Portfolio may enter into swap transactions for any purpose consistent with its investment objectives and strategies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, as a duration management technique, to protect against an increase in the price of securities the Portfolio anticipates purchasing at a later date, to reduce risk arising from the ownership of a particular instrument, or to gain exposure to certain securities, reference rates, sectors or markets.
Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or
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differentials in rates of return) earned or realized on a particular predetermined asset, reference rate or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, e.g., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. The notional amount of the swap agreement generally is only used as a basis upon which to calculate the obligations that the parties to the swap agreement have agreed to exchange. The Portfolios current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Portfolio) and the Portfolio will segregate assets determined to be liquid by the Sub-Adviser for any accrued but unpaid net amounts owed to a swap counterparty. See Asset Coverage Requirements above.
Interest Rate Swaps. Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are fixed-for-floating rate swaps, termed basis swaps and index amortizing swaps. Fixed-for-floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different. Index amortizing swaps are typically fixed-for-floating swaps where the notional amount changes if certain conditions are met. Like a traditional investment in a debt security, the Portfolio could lose money by investing in an interest rate swap if interest rates change adversely.
Total Return Swaps. In a total return swap, one party agrees to pay the other the total return of a defined underlying asset during a specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined baskets of loans and mortgages. The Portfolio might enter into a total return swap involving an underlying index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by the portfolio managers to assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.
Credit Default Swaps. A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. The Portfolio may enter into credit default swap agreements either as a buyer or a seller. The Portfolio may buy protection to attempt to mitigate the risk of default or credit quality deterioration in one or more of its individual holdings or in a segment of the fixed income securities market to which it has exposure, or to take a short position in individual bonds or market segments which it does not own. The Portfolio may sell protection in an attempt to gain exposure to the credit quality characteristics of particular bonds or market segments without investing directly in those bonds or market segments.
As the buyer of protection in a credit default swap, the Portfolio will pay a premium (by means of an upfront payment or a periodic stream of payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the issuer(s) of the underlying referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation to the Portfolio. Thus, the cost to the Portfolio would be the premium paid with respect to the agreement. If a credit event occurs, however, the Portfolio may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. The Portfolio bears the risk that the protection seller may fail to satisfy its payment obligations.
If the Portfolio is a seller of protection in a credit default swap and no credit event occurs, the Portfolio would generally receive an up-front payment or a periodic stream of payments over the term of the swap. If a credit event occurs, however, generally the Portfolio would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the protection seller, the Portfolio effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. Thus, the Portfolio bears the same risk as it would by buying the reference obligations directly, plus
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the additional risks related to obtaining investment exposure through a derivative instrument discussed below under Risks Associated with Swap Transactions.
Swap Options. A swap option is a contract that gives a counterparty the right (but not the obligation), in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. The Portfolio may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, the Portfolio generally will incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Portfolio purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Portfolio writes a swap option, upon exercise of the option the Portfolio will become obligated according to the terms of the underlying agreement.
Risks Associated with Swap Transactions. The use of swap transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If the Sub-Adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors the investment performance of the Portfolio would diminish compared with what it would have been if these techniques were not used. As the protection seller in a credit default swap, the Portfolio effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The Portfolio may only close out a swap or other two-party contract with its particular counterparty, and may only transfer a position with the consent of that counterparty. In addition, the price at which the Portfolio may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, the Portfolio will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Portfolio will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including potential government regulation, could adversely affect the Portfolios ability to terminate existing swap or other agreements or to realize amounts to be received under such agreements.
Caps, Collars and Floors
Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar involves selling a cap and purchasing a floor or vice versa to protect the Portfolio against interest rate movements exceeding given minimum or maximum levels.
Limitations on the Use of CFTC-Regulated Futures, Options on Futures and Swaps
The Portfolio will limit its direct investments in CFTC-regulated futures, options on futures and swaps ( CFTC Derivatives ) to the extent necessary for the Adviser to claim the exclusion from regulation as a commodity pool operator with respect to the Portfolio under CFTC Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as currently in effect, the Portfolio will limit its trading activity in CFTC Derivatives (excluding activity for bona fide hedging purposes, as defined by the CFTC) such that it meets one of the following tests:
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Aggregate initial margin and premiums required to establish its positions in CFTC Derivatives do not exceed 5% of the liquidation value of the Portfolios portfolio, after taking into account unrealized profits and losses on such positions; or |
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Aggregate net notional value of its positions in CFTC Derivatives does not exceed 100% of the liquidation value of the Portfolios portfolio, after taking into account unrealized profits and losses on such positions. |
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With respect to the Portfolio, the Adviser has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and therefore is not subject to registration or regulation as a commodity pool operator thereunder.
The requirements for qualification as a regulated investment company may also limit the extent to which the Portfolio may invest in CFTC Derivatives. See Tax MattersQualification as a Regulated Investment Company.
Federal Income Tax Treatment of Futures Contracts and Options
The Portfolios transactions in futures contracts and options will be subject to special provisions of the Internal Revenue Code of 1986, as amended (the Code ), that, among other things, may affect the character of gains and losses realized by the Portfolio (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate recognition of income to the Portfolio and may defer Portfolio losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require the Portfolio to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out) and (b) may cause the Portfolio to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a regulated investment company and the distribution requirement for avoiding excise taxes.
Risks and Special Considerations Concerning Derivatives
The use of derivative instruments involves certain general risks and considerations as described below.
(1) Market Risk. Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose the Portfolio to losses. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio managers ability to predict movements in the relevant markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed.
(2) Counterparty Risk. Counterparty risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For many OTC instruments, there is no similar clearing agency guarantee. In all transactions, the Portfolio will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Portfolio. The Portfolio will enter into derivatives transactions only with counterparties that its portfolio manager reasonably believes are capable of performing under the contract.
(3) Correlation Risk. Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged.
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(4) Liquidity Risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. The Portfolio might be required by applicable regulatory requirements to maintain assets as cover, maintain segregated accounts, and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If the Portfolio is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures or is closed out. These requirements might impair the Portfolios ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that the Portfolio sell a portfolio security at a disadvantageous time. The Portfolios ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. There is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to the Portfolio.
(5) Legal Risk. Legal risk is the risk of loss caused by the unenforceability of a partys obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.
(6) Systemic or Interconnection Risk. Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.
(7) Leverage Risk. Leverage risk is the risk that the Portfolio may be more volatile than if it had not been leveraged due to leverages tendency to exaggerate the effect of any increase or decrease in the value of the Portfolios portfolio securities. The use of leverage may also cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
(8) Regulatory Risk. The Dodd-Frank Act Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) has initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; and new rules for derivatives trading. Instruments in which the Portfolio may invest, or the issuers of such instruments, may be affected by the new legislation and regulation in ways that are unforeseeable. Many of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act, including on the derivative instruments in which the Portfolio may invest, is not yet certain.
The Portfolio may invest in illiquid securities ( i.e. , securities that are not readily marketable). For purposes of this restriction, illiquid securities include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws) and repurchase agreements with maturities in excess of seven days. However, the Portfolio will not acquire illiquid securities if, as a result, such securities would comprise more than 15% of the value of the Portfolios net assets. 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 15% limitation. The Board of Trustees has delegated to the Adviser the day-to-day determination of
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the illiquidity of any portfolio security, although it has retained oversight over and ultimate responsibility for such determinations. The Adviser works with and to a large extent relies on the expertise and advice of the Sub-Adviser in making these liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the Adviser to look to 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; and the amount of time normally needed to dispose of the security, 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 facts.
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 of 1933, as amended. Where registration is required, the Portfolio 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 Portfolio may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Portfolio might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid securities will be priced at fair value as determined in good faith by the Board of Trustees or its delegate.
The Portfolio may invest in fixed-income obligations backed by a pool of mortgages. Mortgage-backed securities are issued both by U.S. government agencies, including the Government National Mortgage Association (GNMA) the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC) and by private entities. The payment of interest and principal on securities issued by U.S. government agencies is guaranteed by the full faith and credit of the U.S. government (in the case of GNMA securities) or the issuer (in the case of FNMA and FHLMC securities). However, the guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates. Mortgage-backed securities issued by private entities are structured similarly to mortgage-backed securities issued by GNMA, FNMA and FHLMC. These securities and the underlying mortgages are not guaranteed by government agencies. However, these securities generally are structured with one or more types of credit enhancement by a third party. Mortgage-backed securities permit borrowers to prepay their underlying mortgages. Prepayments by borrowers on underlying obligations can alter the effective maturity of these instruments.
Municipal Bonds and Other Municipal Obligations
The Portfolio invests principally in municipal bonds and other municipal obligations. These bonds and other obligations are issued by the states and by their local and special-purpose political subdivisions. The term municipal bond includes short-term municipal notes issued by the states and their political subdivisions, including, but not limited to, tax anticipation notes ( TANs ), bond anticipation notes ( BANs ), revenue anticipation notes ( RANs ), construction loan notes, tax free commercial paper, and tax free participation certificates. In general, municipal obligations include debt obligations issued by states, cities and local authorities to obtain funds for various public purposes, including construction of a wide range of public facilities such as airports, bridges, highways, hospitals, housing, mass transportation, schools, streets and water and sewer works. Industrial development bonds and pollution control bonds that are issued by or on behalf of public authorities to finance various privately-rated facilities are included within the term municipal obligations if the interest paid thereon is exempt from federal income tax.
Obligations of issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. In addition, the obligations of such issuers may become subject to the laws enacted in the future by Congress, state legislatures or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon municipalities to levy taxes. There is also the possibility that, as a result of legislation or other conditions, the power or ability of any issuer to pay, when due, the principal of and interest on its municipal obligations may be materially affected.
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Municipal Bonds
The two general classifications of municipal bonds are general obligation bonds and revenue bonds. General obligation bonds are secured by the governmental issuers pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligations. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bond and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities.
Revenue bonds for private facilities usually do not represent a pledge of the credit, general revenues or taxing powers of issuing governmental entity. Instead, the private company operating the facility is the sole source of payment of the obligation. Sometimes, the funds for payment of revenue bonds come solely from revenue generated by operation of the facility. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Portfolio may invest.
Refunded Bonds
The Portfolio may invest in refunded bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations sufficient for paying the bondholders. There are two types of refunded bonds: pre-refunded bonds and escrowed-to-maturity ( ETM ) bonds. The escrow fund for a pre-refunded municipal bond may be structured so that the refunded bonds are to be called at the first possible date or a subsequent call date established in the original bond debenture. The call price usually includes a premium from 1% to 3% above par. This type of structure usually is used for those refundings that either reduce the issuers interest payment expenses or change the debt maturity schedule. In escrow funds for ETM refunded municipal bonds, the maturity schedules of the securities in the escrow funds match the regular debt-service requirements on the bonds as originally stated in the bond indentures.
Municipal Leases and Certificates of Participation
The Portfolio also may purchase municipal lease obligations, primarily through certificates of participation. Certificates of participation in municipal leases are undivided interests in a lease, installment purchase contract or conditional sale contract entered into by a state or local governmental unit to acquire equipment or facilities. Municipal leases frequently have special risks which generally are not associated with general obligation bonds or revenue bonds. Municipal leases and installment purchase or conditional sales contracts (which usually provide for title to the leased asset to pass to the governmental issuer upon payment of all amounts due under the contract) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of municipal debt.
Although lease obligations do not constitute general obligations of the municipality for which the municipalitys taxing power is pledged, a lease obligation is ordinarily backed by the municipalitys covenant to budget for, appropriate and make the payments due under the lease obligation. However, certain lease obligations contain non-appropriation clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In evaluating securities for purchase, the Portfolio will take into account the incentive of the issuer to appropriate under the lease, among other
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factors. Some lease obligations may be illiquid under certain circumstances. Although non-appropriation lease obligations are secured by the leased equipment or facilities, disposition of the property in the event of foreclosure might prove difficult and time consuming. In addition, disposition upon non-appropriation or foreclosure might not result in recovery by the Portfolio of the full principal amount represented by an obligation.
In light of these concerns, the Portfolio has adopted and follows procedures for determining whether any municipal lease obligations purchased by the Portfolio are liquid and for monitoring the liquidity of municipal lease securities held in the Portfolios portfolio. These procedures require that a number of factors be used in evaluating the liquidity of a municipal lease security, including the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, the willingness of dealers to undertake to make a market in security, the nature of the marketplace in which the security trades, and other factors which the Adviser may deem relevant. As set forth in Investment Restrictions above, the Portfolio is subject to limitations on the percentage of illiquid securities it can hold.
Derivative Municipal Securities
The Portfolio may also acquire derivative municipal securities, which are custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits them in an irrevocable trust or custodial account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligation.
The principal and interest payments on the municipal securities underlying custodial receipts may be allocated in a number of ways. For example, payments may be allocated such that certain custodial receipts may have variable or floating interest rates and others may be stripped securities which pay only the principal or interest due on the underlying municipal securities. The Portfolio may invest in custodial receipts which have inverse floating interest rates and other inverse floating rate municipal obligations, as described below under Inverse Floating Rate Municipal Securities.
Variable Rate Demand Notes (VRDNs)
VRDNs are long-term municipal obligations that have variable or floating interest rates and provide the Portfolio with the right to tender the security for repurchase at its stated principal amount plus accrued interest. Such securities typically bear interest at a rate that is intended to cause the securities to trade at par. The interest rate may float or be adjusted at regular intervals (ranging from daily to annually), and is normally based on an applicable interest index or another published interest rate or interest rate index. Most VRDNs allow the Portfolio to demand the repurchase of the security on not more than seven days prior notice. Other notes only permit the Portfolio to tender the security at the time of each interest rate adjustment or at other fixed intervals. Variable interest rates generally reduce changes in the market value of municipal obligations from their original purchase prices. Accordingly, as interest rates decrease, the potential for capital appreciation is less for variable rate municipal obligations than for fixed income obligations.
Inverse Floating Rate Municipal Securities
The Portfolio may invest in inverse floating rate municipal securities or inverse floaters, whose rates vary inversely to interest rates on a specified short-term municipal bond index or on another instrument. Such securities involve special risks as compared to conventional fixed-rate bonds. Should short-term interest rates rise, the Portfolios investment in inverse floaters likely would adversely affect the Portfolios earnings and distributions to shareholders. Also, because changes in the interest rate on the other index or other instrument inversely affect the rate of interest received on an inverse floater, and because inverse floaters essentially represent a leveraged investment in a long-term bond, the value of an inverse floater is generally more volatile than that of a conventional fixed-rate bond having similar credit quality, redemption provisions and maturity. Although volatile in value, inverse floaters typically offer the potential for yields substantially exceeding the yields available on conventional fixed-rate bonds with comparable credit quality, coupon, call provisions and maturity.
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The markets for inverse floating rate securities may be less developed and have less liquidity than the markets for conventional securities. The Portfolio will only invest in inverse floating rate securities whose underlying bonds are rated A or higher.
Non-Investment Grade Debt Securities (Junk Bonds)
The Portfolio may invest in non-investment grade debt securities. Non-investment grade debt securities are medium- to low-quality municipal obligations. Municipal obligations rated below investment grade (BB/Ba or lower) are commonly known as high-yield, high risk or junk bonds. Junk bonds, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuers capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to Appendix A of this Statement of Additional Information for a discussion of securities ratings.
(1) Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. In addition, the market values of junk bond securities tend to reflect individual issuer developments to a greater extent than do the market values of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Junk bond securities also tend to be more sensitive to economic conditions than are higher rated securities. As a result, they generally involve more credit risk than securities in the higher rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of junk bond securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The risk of loss due to default by an issuer of these securities is significantly greater than by an issuer of higher rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a junk bond security defaults, the Portfolio may incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these and thus in the Portfolios net asset value.
The value of a junk bond security will generally decrease in a rising interest rate market and, accordingly, so will the Portfolios net asset value. If the Portfolio experiences unexpected net redemptions in such a market, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of certain junk bond securities, the Portfolio may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce the Portfolios asset base over which expenses could be allocated and could result in a reduced rate of return for the Portfolio.
(2) Payment Expectations. Junk bond securities typically contain redemption, call, or prepayment provisions that permit the issuer of securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, the Portfolio may have to replace the securities with lower yielding securities, which could result in a lower return for the Portfolio.
(3) Credit Ratings. Credit ratings are issued by credit rating agencies and are indicative of the rated securities safety of principal and interest payments. They do not, however, evaluate the market value risk of junk bond securities and, therefore, may not fully reflect the true risks of such an investment. In addition, credit rating agencies may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in junk bonds will depend more upon credit analysis by the Sub-Adviser than investments in investment grade debt securities. The Sub-Adviser employs its own credit research and analysis, which includes a study of the issuers existing debt, capital structure, ability to service debts and pay dividends, sensitivity to economic conditions, operating history, and current earnings trend. The Sub-Adviser continually monitors the Portfolios investments and carefully evaluates whether to dispose of or to retain junk bond securities whose credit ratings or credit quality may have changed.
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(4) Liquidity and Valuation. The Portfolio may have difficulty disposing of certain junk bond securities because there may be a thin trading market for such securities. Not all dealers maintain markets in all junk bond securities. As a result, there is no established retail secondary market for many of these securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for the Portfolio to obtain accurate market quotations for purposes of valuing its securities. Market quotations are generally available on many junk bond issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of junk bond securities, especially in a thinly traded market.
The Portfolio may invest up to 5% of its net assets in defaulted municipal obligations. Municipal obligations in the lowest rating categories may be in default and are generally regarded as having poor prospects of attaining any real investment standing. A default or expected default in a municipal obligation owned by the Portfolio could result in a significant decline in the value of that municipal obligation.
Payment-In-Kind Debentures and Delayed Interest Securities
The Portfolio may invest in debentures the interest on which may be paid in other securities rather than cash ( PIKs ) or may be delayed ( delayed interest securities ). Typically, during a specified term prior to the debentures maturity, the issuer of a PIK may provide for the option or the obligation to make interest payments in debentures, common stock or other instruments (i.e., in kind rather than in cash). The type of instrument in which interest may or will be paid would be known by the Portfolio at the time of investment. While PIKs generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Portfolio to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.
Unlike PIKs, delayed interest securities do not pay interest for a specified period. Because values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly, they may be more speculative than such securities.
The Prospectus discusses briefly the ability of the Portfolio to invest a portion of its assets in federally tax-exempt or taxable short-term securities or shares of money market funds (short-term investments). The Portfolio will invest only in taxable short-term investments that are either (i) U.S. government securities, (ii) rated within the highest grade by Moodys Investors Service, Inc. ( Moodys ), Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc., ( Standard & Poors ) or Fitch, Inc. ( Fitch ) and mature within one year from the date of purchase or carry a variable or floating rate of interest or (iii) taxable money market funds. See Appendix A for more information about ratings by Moodys, Standard & Poors, and Fitch.
Tax-Exempt Short Term Investments
The federally tax-exempt short-term investments the Portfolio may invest in include, but are not limited to, the following:
Bond Anticipation Notes (BANs) are usually general obligations of state and local governmental issuers, which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its BANs is primarily dependent on the issuers access to the long-term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest on the BANs.
Tax Anticipation Notes (TANs) are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific
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future tax revenues. Tax anticipation notes are usually general obligations of the issuer. A weakness in an issuers capacity to raise taxes due to, among other things, a decline in its tax base or a rise in delinquencies, could adversely affect the issuers ability to meet its obligations on outstanding TANs.
Revenue Anticipation Notes (RANs) are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. A decline in the receipt of projected revenues, such as anticipated revenues from another level of government, could adversely affect an issuers ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs.
Construction Loan Notes are issued to provide construction financing for specific projects. Frequently, these notes are redeemed with funds obtained from the Federal Housing Administration.
Bank Notes are notes issued by local government bodies and agencies as those described above to commercial banks as evidence of borrowings. The purposes for which the notes are issued are varied, but they are frequently issued to meet short-term working capital or capital-project needs. These notes may have risks similar to the risks associated with TANs and RANs.
Tax-Exempt Commercial Paper (Municipal Paper) represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies. Payment of principal and interest on issues of municipal paper may be made from various sources, to the extent the funds are available therefrom. Maturities of municipal paper generally will be shorter than the maturities of TANs, BANs or RANs. There is a limited secondary market for issues of municipal paper.
Certain municipal obligations may carry variable or floating rates of interest whereby the rate of interest is not fixed, but varies with changes in specified market rates or indices, such as a bank prime rate or a tax-exempt money market index.
While these various types of notes as a group represent the major portion of the tax-exempt note market, other types of notes are occasionally available in the marketplace and the Portfolio may invest in such other types of notes to the extent permitted under its investment objectives, policies and limitations. Such notes may be issued for different purposes and may be secured differently from those mentioned above.
Municipal Money Market Funds that pay interest income exempt from regular federal and, in some cases, state and local income taxes. The Portfolio will bear its proportionate share of the money market funds fees and expenses.
Taxable Short Term Investments
The Portfolio may also invest in the following taxable short-term investments. Interest on each such instrument is taxable for federal income tax purposes and would reduce the amount of tax-free interest payable to shareholders.
Certificates of Deposit (CDs) A certificate of deposit is a negotiable interest bearing instrument with a specific maturity. CDs are issued by banks in exchange for the deposit of funds and normally can be traded in the secondary market, prior to maturity. The Portfolio will only invest in U.S. dollar denominated CDs issued by U.S. banks with assets of $1 billion or more.
Commercial Paper Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations. Maturities on these issues vary from a few days to nine months. Commercial paper may be purchased from U.S. corporations.
Taxable Money Market Funds These funds pay interest income that is taxable on the federal and state levels. The Portfolio will bear its proportionate share of the money market funds fees and expenses.
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U.S. Government Direct Obligations are issued by the United States Treasury and include bills, notes and bonds.
| | Treasury bills are issued with maturities of up to one year. They are issued in bearer form, are sold on a discount basis and are payable at par value at maturity. |
| | Treasury notes are longer-term interest bearing obligations with original maturities of one to seven years. |
| | Treasury bonds are longer-term interest-bearing obligations with original maturities from five to thirty years. |
U.S. Government Agencies Securities Certain federal agencies have been established as instrumentalities of the U.S. government to supervise and finance certain types of activities. These agencies include, but are not limited to, the Bank for Cooperatives, Federal Land Banks, Federal Intermediate Credit Banks, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Export-Import Bank of the United States, and Tennessee Valley Authority. Issues of these agencies, while not direct obligations of the U.S. government, are either backed by the full faith and credit of the United States or are guaranteed by the Treasury or supported by the issuing agencies right to borrow from the Treasury. There can be no assurance that the U.S. government itself will pay interest and principal on securities as to which it is not legally so obligated.
Other Corporate Obligations The Portfolio may purchase notes, bonds and debentures issued by corporations if at the time of purchase there is less than one year remaining until maturity or if they carry a variable or floating rate of interest.
Repurchase Agreements The Portfolio may invest temporarily up to 5% of its assets in repurchase agreements, which are agreements pursuant to which securities are acquired by the Portfolio from a third party with the understanding that they will be repurchased by the seller at a fixed price on an agreed date. These agreements may be made with respect to any of the portfolio securities in which the Portfolio is authorized to invest. Repurchase agreements may be characterized as loans secured by the underlying securities. The Portfolio may enter into repurchase agreements with (i) member banks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers, provided that such banks or dealers meet the creditworthiness standards established by the Portfolios Board of Trustees (Qualified Institutions). Nuveen Asset Management will monitor the continued creditworthiness of Qualified Institutions, subject to the oversight of the Portfolios Board of Trustees.
The use of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Portfolio will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Portfolios ability to dispose of the underlying securities may be restricted. Finally, it is possible that the Portfolio may not be able to substantiate its interest in the underlying securities. To minimize this risk, the securities underlying the repurchase agreement will be held by the custodian at all times in an amount at least equal to the repurchase price, including accrued interest. If the seller fails to repurchase the securities, the Portfolio may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase price.
The resale price reflects the purchase price plus an agreed upon market rate of interest that is unrelated to the coupon rate or date of maturity of the purchased security. The collateral is marked to market daily. Such agreements permit the Portfolio to keep all its assets earning interest while retaining overnight flexibility in pursuit of investments of a longer-term nature.
The Portfolio may obtain standby commitments when it purchases municipal obligations. A standby commitment gives the holder the right to sell the underlying security to the seller at an agreed-upon price on certain dates or within a specified period. The Portfolio will acquire standby
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commitments solely to facilitate portfolio liquidity and not with a view to exercising them at a time when the exercise price may exceed the current value of the underlying securities. If the exercise price of a standby commitment held by the Portfolio should exceed the current value of the underlying securities, the Portfolio may refrain from exercising the standby commitment in order to avoid causing the issuer of the standby commitment to sustain a loss and thereby jeopardizing the Portfolios business relationship with the issuer. The Portfolio will enter into standby commitments only with banks and securities dealers that, in the opinion of Nuveen Asset Management, present minimal credit risks. However, if a securities dealer or bank is unable to meet its obligation to repurchase the security when the Portfolio exercises a standby commitment, the Portfolio might be unable to recover all or a portion of any loss sustained from having to sell the security elsewhere. Standby commitments will be valued at zero in determining the Portfolios net asset value.
The Portfolio may invest in structured notes, including total rate of return swaps with rates of return determined by reference to the total rate of return on one or more loans references in such notes. The rate of return on a structured note may be determined by applying a multiplier to the rate of total return on the referenced loan or loans. Application of a multiplier is comparable to the use of leverage which magnifies the potential for gain and the risk of loss because a relatively small decline in the value of a referenced note could result in a relatively large loss in the value of the structured note.
Variable, Floating, and Fixed Rate Debt Obligations
The debt obligations in which the Portfolio invests may have variable, floating, or fixed interest rates. Variable rate securities provide for periodic adjustments in the interest rate. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on floating rate securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. Variable and floating rate securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity plus accrued interest. In order to most effectively use these securities, the Sub-Adviser must correctly assess probable movements in interest rates. If the Sub-Adviser incorrectly forecasts such movements, the Portfolio could be adversely affected by use of variable and floating rate securities.
Fixed rate securities pay a fixed rate of interest and tend to exhibit more price volatility during times of rising or falling interest rates than securities with variable or floating rates of interest. The value of fixed rate securities will tend to fall when interest rates rise and rise when interest rates fall. The value of variable or floating rate securities, on the other hand, fluctuates much less in response to market interest rate movements than the value of fixed rate securities. This is because variable and floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments according to a specified formula, usually with reference to some interest rate index or market interest rate. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like variable or floating rate securities with respect to price volatility.
When-Issued or Delayed-Delivery Securities
The Portfolio may purchase and sell municipal obligations on a when-issued or delayed-delivery basis. When-issued and delayed-delivery transactions arise when securities are purchased or sold with payment and delivery beyond the regular settlement date. (When-issued transactions normally settle within 15-45 days.) On such transactions the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment. The commitment to purchase securities on a when-issued or delayed-delivery basis may involve an element of risk because the value of the securities is subject to market fluctuation, no interest accrues to the purchaser prior to settlement of the transaction, and at the time of delivery the market value may be less than cost. At the time the Portfolio makes the commitment to purchase a municipal obligation on a when-issued or delayed-delivery basis, it will record the transaction and reflect the amount due and the value of the security in determining its net asset value.
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Likewise, at the time the Portfolio makes the commitment to sell a municipal obligation on a delayed-delivery basis, it will record the transaction and include the proceeds to be received in determining its net asset value; accordingly, any fluctuations in the value of the municipal obligation sold pursuant to a delayed-delivery commitment are ignored in calculating net asset value so long as the commitment remains in effect. The Portfolio will maintain designated readily marketable assets at least equal in value to commitments to purchase when-issued or delayed-delivery securities, such assets to be designated or segregated by the custodian specifically for the settlement of such commitments, if necessary. The Portfolio will only make commitments to purchase municipal obligations on a when-issued or delayed-delivery basis with the intention of actually acquiring the securities, but the Portfolio reserves the right to sell these securities before the settlement date if it is deemed advisable. If a when-issued security is sold before delivery any gain or loss would not be tax-exempt. The Portfolio commonly engages in when- issued transactions in order to purchase or sell newly-issued municipal obligations, and may engage in delayed-delivery transactions in order to manage its operations more effectively.
The Portfolio also may buy when-issued and delayed-delivery securities that settle more than 60 days after purchase. These transactions are called forwards. Municipal forwards pay higher interest after settlement than standard bonds, to compensate the buyer for bearing market risk and deferring income during the settlement period, and can often be bought at attractive prices and yields. If the Portfolio knows that a portfolio bond will, or is likely to, be called or mature on a specific future date, the Portfolio may buy forwards settling on or about that date to replace the called or maturing bond and lock in a currently attractive interest rate. The Portfolio also may invest up to 15% of its assets in forwards that do not serve to replace a specific portfolio bond.
Zero Coupon and Step Coupon Securities
The Portfolio may invest in zero coupon and step coupon securities. Zero coupon securities pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Step coupon securities are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. Both zero coupon and step coupon securities are issued at substantial discounts from their value at maturity. Because interest on these securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while such securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Portfolio to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.
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The management of the Trust, including general supervision of the duties performed for the Portfolio by the Adviser under the Management Agreement, is the responsibility of the Board of Trustees. The number of trustees of the Trust is eleven, two of whom are interested persons (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 trustee, director or employee of, or consultant to, the Adviser or its affiliates. The names, business addresses and years of birth of the trustees and officers of the Portfolio, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. The trustees of the Trust are directors or trustees, as the case may be, of 108 Nuveen-sponsored open-end funds (the Nuveen Mutual Funds ) and 88 Nuveen-sponsored closed-end funds (collectively with the Nuveen Mutual Funds, the Nuveen Funds ).
|
Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
Independent Trustees: |
||||||||||
|
Jack B. Evans
333 West Wacker Drive
Chicago, IL 60606 1948 |
Trustee |
TermIndefinite* Length of Service
Since 2006 |
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); 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; formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa University System. | 196 | Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy. | |||||
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|
Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
William C. Hunter
333 West Wacker
Drive
Chicago, IL 60606 1948 |
Trustee |
TermIndefinite* Length of Service
|
Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; Director (since 2005) and President (since 2012), Beta Gamma Sigma, Inc., The International Business Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003). | 196 | Director (since 2004) of Xerox Corporation. | |||||
|
David J. Kundert 333 West Wacker Drive Chicago, IL 60606 1942 |
Trustee |
TermIndefinite*
Length of
Service
|
Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013); 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; Regent Emeritus, Member of Investment Committee, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; Member of the Board of Directors (Milwaukee), College Possible. | 196 | None | |||||
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Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
John K. Nelson
333 West Wacker Drive
Chicago, IL 60606 1962 |
Trustee |
TermIndefinite* Length of ServiceSince 2013 | Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Director of The Curran Center for Catholic American Studies (since 2009) and The Presidents Council, Fordham University (since 2010); formerly, senior external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014); former Chairman of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chairman); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Marketsthe Americas (2006-2007), CEO of Wholesale BankingNorth America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President TradingNorth America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City. | 196 | None | |||||
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Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
William J. Schneider 333 West Wacker Drive Chicago, IL 60606 1944 |
Chairman of the Board and Trustee |
TermIndefinite* Length of Service
Since 2006 |
Chairman of Miller-Valentine Partners, a real estate investment company; Board Member of Med-America Health System and of WDPR Public Radio station; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Director, Dayton Development Coalition; formerly, Board Member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council. | 196 | None | |||||
|
Judith M. Stockdale 333 West Wacker Drive Chicago, IL 60606 1947 |
Trustee |
TermIndefinite* Length of Service
Since 2006 |
Board Member of the U.S. Endowment for Forestry and Communities (since 2013); Board Member of the Land Trust Alliance (since 2013); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | 196 | None | |||||
|
Carole E. Stone 333 West Wacker Drive Chicago, IL 60606 1947 |
Trustee |
TermIndefinite*
Length of
Service
|
Director, Chicago Board Options Exchange, Inc. (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). | 196 | Director, CBOE Holdings, Inc. (since 2010). | |||||
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Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
Virginia L. Stringer 333 West Wacker Drive Chicago, IL 60606 1944 |
Trustee |
TermIndefinite* Length of Service
Since 2011 |
Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institutes Independent Directors Council; non-profit board member and former Governance consultant; 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. | 196 | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex. | |||||
|
Terence J. Toth 333 West Wacker Drive Chicago, IL 60606 1959 |
Trustee |
TermIndefinite*
Length of
|
Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); 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, Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012) and a member of its investment committee; 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). | 196 | None | |||||
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|
Name, Business
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
|
Interested Trustees: |
||||||||||
|
William Adams IV** 333 West Wacker Drive
Chicago, IL 60606
|
Trustee |
TermIndefinite* Length of
Service Since 2014 |
Senior Executive Vice President, Global Structured Products of Nuveen Investments, Inc. (since 2010); Co-President of Nuveen Fund Advisors, LLC (since 2011); Executive Vice President of Nuveen Securities, LLC; President (since 2011), formerly, Managing Director (2010-2011), of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gildas Club Chicago; formerly, Executive Vice President, U.S. Structured Products, of Nuveen Investments, Inc. (1999-2010). | 196 | None | |||||
|
Thomas S. Schreier, Jr.** 333 West Wacker Drive
Chicago, IL
60606
|
Trustee |
TermIndefinite* Length of
|
Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of the Board of Governors and Chairmans Council of the Investment Company Institute; Director of Allina Health and a member of its Finance, Audit and Investment Committees; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010). | 196 | None | |||||
| * | Each trustee serves an indefinite term until his or her successor is elected. Ms. Stringer will retire from the Board as of December 31, 2015. |
| ** | Mr. Adams and Mr. Schreier are interested persons of the Trust, as defined in the 1940 Act, by reason of their positions with Nuveen Investments, Inc. (Nuveen Investments) and certain of its subsidiaries. |
S-27
|
Name, Business
|
Position(s) Held
|
Term of
with Trust |
Principal Occupation(s)
|
Number of
|
||||
|
Officers of the Trust: |
||||||||
|
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 1956 |
Chief Administrative Officer |
TermUntil
August 2016 Length of Service Since 2006 |
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, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director 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); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst. | 197 | ||||
|
Margo L. Cook
333 West Wacker Drive Chicago, IL 60606 1964 |
Vice President |
TermUntil August 2016 Length of Service Since 2009 |
Senior Executive Vice President of Nuveen Investments, Inc.; Executive Vice President, Investment Services, of Nuveen Fund Advisors, LLC (since 2011); Co-Chief Executive Officer (since 2015), formerly, Executive Vice President (2013-2015) of Nuveen Securities, LLC; Managing Director-Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); Chartered Financial Analyst. |
197 | ||||
|
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 1945 |
Vice President |
TermUntil
August 2016 Length of Service Since 2006 |
Managing Director of Nuveen Investments Holdings, Inc. | 197 | ||||
|
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 1954 |
Vice President and Controller |
TermUntil August 2016 Length of Service Since 2006 | Managing Director (since 2014), formerly, Senior Vice President (2013-2014) and Vice President (2005-2013) of Nuveen Fund Advisors, LLC; Chief Financial Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Certified Public Accountant. | 197 | ||||
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|
Name, Business
|
Position(s) Held
|
Term of
with Trust |
Principal Occupation(s)
|
Number of
|
||||
|
Sherri A. Hlavacek
333 West Wacker
Drive
|
Vice President and Treasurer |
TermUntil August 2016 Length of Service Since 2015 | Executive Vice President (since May 2015, formerly, Managing Director) and Controller of Nuveen Fund Advisors, LLC; Managing Director and Controller of Nuveen Commodities Asset Management, LLC; Executive Vice President (since May 2015, formerly, Managing Director), Treasurer and Controller of Nuveen Asset Management, LLC; Executive Vice President, Principal Financial Officer (since July 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments, Inc.; Executive Vice President (since May 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc.; Managing Director, Chief Financial Officer and Corporate Controller of Nuveen Securities, LLC; Vice President, Controller and Treasurer of NWQ Investment Management Company, LLC; Vice President and Controller of Santa Barbara Asset Management, LLC , Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Certified Public Accountant. | 197 | ||||
|
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 1970 |
Vice President and Chief Compliance Officer |
TermUntil August 2016 Length of Service Since 2006 | Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc. | 197 | ||||
|
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961 |
Vice President |
TermUntil
August 2016 Length of Service Since 2006 |
Senior Vice President of Nuveen Investments Holdings, Inc. and Nuveen Securities, LLC. | 197 | ||||
|
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966 |
Vice President and Secretary |
TermUntil August 2016 Length of ServiceSince 2007 |
Managing Director and Assistant Secretary (since 2008) of Nuveen Securities, LLC and Nuveen Investments, Inc.; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008) and Assistant Secretary of Nuveen Investments Advisers Inc.; Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2007) and Assistant Secretary of NWQ Investment Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Vice President (since 2010) and Assistant Secretary of Nuveen Commodities Asset Management, LLC. | 197 | ||||
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|
Name, Business
|
Position(s) Held
|
Term of
with Trust |
Principal Occupation(s)
|
Number of
|
||||
|
Kathleen L. Prudhomme 901 Marquette Avenue Minneapolis, MN 55402 1953 |
Vice President and Assistant Secretary |
TermUntil August 2016 Length of Service Since 2011 | Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | 197 | ||||
|
Joel T. Slager 333 West Wacker Drive Chicago, IL 60606 1978 |
Vice President and Assistant Secretary |
TermUntil August 2016 Length of Service Since 2013 | Fund Tax Director for Nuveen Funds (since 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013). | 197 | ||||
|
Jeffery M. Wilson 333 West Wacker Drive Chicago, IL 60606 1956 |
Vice President |
TermUntil August 2016 Length of Service Since 2011 | Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010). | 108 | ||||
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 or Board of Trustees 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 Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the Nuveen Fund 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 candidates particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Boards 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 Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.
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 directors 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 increases the Boards knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Boards influence and oversight over the investment 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
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of the Board for fund management, and reinforcing the Boards 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 William J. Schneider to serve 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 a Nuveen Funds operations. The Board has established six standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds 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. The members of the Executive Committee are William Adams IV, William J. Schneider, Chair, and Judith M. Stockdale. During the fiscal year ended July 31, 2015, the Executive Committee did not meet.
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 Advisers internal valuation group. 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 Boards general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds pricing procedures and actions taken by the Advisers internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen 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 Advisers internal audit group. 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 Jack B. Evans, Chair, David J. Kundert, John K. Nelson, 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, 2015, the Audit Committee met four times.
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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 Boards governance of the Nuveen Funds.
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 candidates 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 sub-advisers and service providers) and, if qualifying as an independent trustee candidate, independence from the Adviser, the Sub-Adviser, Nuveen Securities, LLC (the Distributor ) and 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 Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, William J. Schneider, Chair, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. During the fiscal year ended July 31, 2015, the Nominating and Governance Committee met five times.
The Dividend Committee is authorized to declare distributions on the Nuveen Funds 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, William C. Hunter, Chair, Judith M. Stockdale and Terence J. Toth. During the fiscal year ended July 31, 2015, the Dividend Committee met four 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
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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 committees 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 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 Advisers investment services group 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. The members of the Compliance Committee are William C. Hunter, John K. Nelson, Judith M. Stockdale and Virginia L. Stringer, Chair. During the fiscal year ended July 31, 2015, the Compliance Committee met five times.
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 David J. Kundert, William J. Schneider, Thomas S. Schreier, Jr., Judith M. Stockdale, Virginia L. Stringer and Terence J. Toth, Chair. During the fiscal year ended July 31, 2015, the Open-End Funds Committee met four times.
Board Diversification and Trustee Qualifications
In determining that a particular trustee was qualified to serve on the Board, the Board has considered each trustees background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that trustees 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 trustee satisfies this standard. An effective trustee 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 or 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 document, that each trustee should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any trustee 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.
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William Adams IV
Mr. Adams has been Senior Executive Vice President, Global Structured Products of Nuveen Investments since November 2010. Mr. Adams has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Prior to that, he was Executive Vice President, U.S. Structured Products from December 1999 until November 2010 and served as Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997. Mr. Adams earned his Bachelor of Arts degree from Yale University and his Masters of Business Administration ( MBA ) from the University of Chicagos Graduate School of Business. He is an Associate Fellow of Yales Timothy Dwight College and is currently on the Board of the Chicago Symphony Orchestra and of Gildas Club Chicago.
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, a Director of Alliant Energy and Member and President Pro Tem of the Board of Regents for the State of Iowa University System. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of Source Media Group 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 Banks Chief Economist and was an Associate Economist on the Federal Reserve Systems 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. Mr. Kundert recently retired as a Director of the Northwestern Mutual Wealth Management Company (2006-2013). 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 is a Regent Emeritus and a Member of the Investment Committee of Luther College. He is also a Member of the Board of Directors (Milwaukee), College Possible. He received his Bachelor of Arts degree from Luther College, and his Juris Doctor from Valparaiso University.
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John K. Nelson
Mr. Nelson is on the Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson formerly was a senior external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). He has served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008. From 2007 to 2008, Mr. Nelson was Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States, and during his tenure with ABN AMRO, served as the banks representative on various committees of the Bank of Canada, European Central Bank, and the Bank of England. At Fordham University, he currently serves as a director of The Curran Center for Catholic American Studies, and The Presidents Council. He is also a member of The Economic Club of Chicago and was formerly a member of The Hyde Park Angels and a Trustee at St. Edmund Preparatory School in New York City. He formerly served as the Chairman of The Board of Trustees of Marian University (2011-2014). Mr. Nelson graduated and received his MBA from Fordham University.
William J. Schneider
Mr. Schneider, the Nuveen Funds Independent Chairman, is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Partners, a real estate investment company. He is an owner in several other Miller-Valentine Group entities. He is currently a member of the boards of WDPR Public radio station and of Med-America Health System. He was formerly 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 was also a member of the Business Advisory Council for the University of Dayton College of Business. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. 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.
Thomas S. Schreier, Jr.
Mr. Schreier has been Vice Chairman, Wealth Management of Nuveen Investments since January 2011. Mr. Schreier has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Until Nuveen Investments acquisition of FAF Advisors on January 1, 2011, Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000, Chief Investment Officer of FAF Advisors from September 2007 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc. He received a Bachelors degree from the University of Notre Dame and an MBA from Harvard University. Mr. Schreier is a member of the Board of Governors of the Investment Company Institute and is on its Chairmans Council. He is also a director of Allina Health, and a member of its Finance, Audit and Investment Committees. He has also served as director, chairman of the finance committee, and member of the audit committee for Pinnacle Airlines Corp. Mr. Schreier is former chairman of the Saint Thomas Academy Board of Trustees, a founding investor of Granite Global Ventures, and a member of the Applied Investment Management Advisory Board for the University of Notre Dame.
Judith M. Stockdale
Ms. Stockdale retired in 2012 as 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 Low country of South Carolina. She is currently a board member of the Land Trust Alliance (since June 2013) and the U.S. Endowment for Forestry and Communities (since November 2013). 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 National Zoological Park, the Governors Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the
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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 is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. 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. She has also served as the Chair of the New York Racing Association Oversight Board, as a Commissioner on the New York State Commission on Public Authority Reform 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 emeritus and former Chair of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Clubs 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 states judicial disciplinary process. She is a member of the International Womens 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 Womens Campaign Fund and the Minnesota Womens 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 Managing Partner, Promus Capital (since 2008). From 2008 to 2013, he was a Director, Legal & General Investment Management America, Inc. 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 Board of Chicago Fellowship, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012), LogicMark LLC (since 2012) and Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. 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.
The following table shows, for each independent trustee, (1) the aggregate compensation paid by the Portfolio for the fiscal year ended July 31, 2015, (2) the amount of total compensation paid by
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the Portfolio that has been deferred, and (3) the total compensation paid to each trustee by the Nuveen Funds during the fiscal year ended July 31, 2015.
|
Name of Trustee |
Aggregate
Compensation From Portfolio 1 |
Amount of Total
Compensation that Has Been Deferred 2 |
Total Compensation
From the Portfolio and Nuveen Funds Paid to Trustee 3 |
|||||||||
| Jack B. Evans | $ | 949 | $ | 97 | $ | 331,478 | ||||||
| William C. Hunter | 862 | | 301,250 | |||||||||
| David J. Kundert | 881 | 881 | 305,319 | |||||||||
| John K. Nelson | 864 | | 299,500 | |||||||||
| William J. Schneider | 1,008 | 1,008 | 346,591 | |||||||||
| Judith M. Stockdale | 841 | 230 | 296,331 | |||||||||
| Carole E. Stone | 913 | 453 | 315,540 | |||||||||
| Virginia L. Stringer | 814 | | 279,750 | |||||||||
| Terence J. Toth | 956 | 432 | 333,498 | |||||||||
| 1 |
The compensation paid, including deferred amounts, to the independent trustees for the fiscal year ended July 31, 2015, for services to the Portfolio. |
| 2 |
Pursuant to a deferred compensation agreement with the Portfolio, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amounts provided are the total deferred fees (including the return from the assumed investment in the eligible Nuveen Funds) payable from the Portfolio. |
| 3 |
Based on the compensation paid (including any amounts deferred) to the trustees for the one-year period ended July 31, 2015, for services to the Nuveen Funds. |
Effective January 1, 2014, independent trustees receive a $150,000 annual retainer, which was increased to $160,000 as of January 1, 2015, plus they receive (a) a fee of $5,000 per day, which was increased to $5,250 per day as of January 1, 2015, 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 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
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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 Trust does not have a retirement or pension plan. The Trust has a deferred compensation plan (the Deferred Compensation Plan ) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the Trust when the compensation would otherwise have been paid to the trustee. The value of the trustees 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 trustees deferral account, the independent trustee may elect to receive distributions in a lump sum or over a period of five years. The Trust will not be liable for any other funds obligations to make distributions under the Deferred Compensation Plan.
The Portfolio has no employees. The officers of the Trust and the trustees of the Trust who are not independent trustees serve without any compensation from the Portfolio.
The information in the table below discloses the dollar ranges of (i) each trustees beneficial ownership in the Portfolio, and (ii) each trustees aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the trustee in the trustees deferred compensation plan, based on the value of fund shares as of September 30, 2015:
|
Name of Trustee |
Dollar Range of
Equity Securities in the Portfolio |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
||||||
| William Adams IV | $0 | Over $100,000 | ||||||
| Jack B. Evans | $0 | Over $100,000 | ||||||
| William C. Hunter | $0 | Over $100,000 | ||||||
| David J. Kundert | $0 | Over $100,000 | ||||||
| John K. Nelson | $0 | Over $100,000 | ||||||
| William J. Schneider | $0 | Over $100,000 | ||||||
| Thomas S. Schreier, Jr. | $0 | Over $100,000 | ||||||
| Judith M. Stockdale | $0 | Over $100,000 | ||||||
| Carole E. Stone | $0 | Over $100,000 | ||||||
| Virginia L. Stringer | $0 | Over $100,000 | ||||||
| Terence J. Toth | $0 | Over $100,000 | ||||||
As of November 2, 2015, no officer or trustee of the Trust beneficially owned shares of the Portfolio.
As of November 2, 2015, none of the independent trustees or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Portfolio or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Portfolio.
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Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the investment adviser of the Portfolio, with responsibility for the overall management of the Portfolio. The Adviser is also responsible for managing the Portfolios business affairs and providing day-to-day administrative services to the Portfolio. The Adviser has selected its affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to manage the investment portfolio of the Portfolio. For additional information regarding the management services performed by the Adviser and the Sub-Adviser, see Who Manages the Portfolio in the Prospectus.
The Adviser is an affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. The Adviser and the Distributor are subsidiaries of Nuveen Investments.
On October 1, 2014, Nuveen Investments was acquired by TIAA-CREF, a national financial services organization.
The Portfolios investment management agreement with the Adviser does not require the Portfolio to pay any management or other fees. Although the Portfolio does not compensate the Adviser directly for its services under the investment management agreement, the Adviser may benefit from its relationship with the sponsors of separately managed account programs in which the Portfolio is an investment option.
The Adviser has selected its affiliate, Nuveen Asset Management, to serve as sub-adviser to manage the investment portfolio of the Portfolio.
Martin J. Doyle has primary responsibility for the day-to-day implementation of the investment strategies of the Portfolio.
Compensation
Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive payments.
Base pay. Base pay is determined based upon an analysis of the portfolio managers general performance, experience, and market levels of base pay for such position.
Annual cash bonus . The Portfolios portfolio manager is eligible for an annual cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.
A portion of the portfolio managers annual cash bonus is based on the Portfolios pre-tax investment performance, generally measured over the past one- and three- or five-year periods unless the portfolio managers tenure is shorter. Investment performance for the Portfolio generally is determined by evaluating the Portfolios performance relative to its benchmark(s) and/or Lipper industry peer group.
A portion of the cash bonus is based on a qualitative evaluation made by the portfolio managers supervisor taking into consideration a number of factors, including the portfolio managers team collaboration, expense management, support of personnel responsible for asset growth, and his or her compliance with Nuveen Asset Managements policies and procedures.
The final factor influencing a portfolio managers cash bonus is the financial performance of Nuveen Asset Management based on its operating earnings.
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Long-term incentive compensation . Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, participate in a Long-Term Performance Plan designed to provide compensation opportunities that links a portion of each participants compensation to Nuveen Investments financial and operational performance. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset Management which entitle their holders to participate in the firms growth over time.
There are generally no differences between the methods used to determine compensation with respect to the Portfolio and the Other Accounts shown in the table below.
Other Accounts Managed
In addition to the Portfolio, as of July 31, 2015, the portfolio manager was also primarily responsible for the day-to-day portfolio management of the following accounts:
|
Portfolio Manager |
Type of Account Managed |
Number
of Accounts |
Assets |
Number
of
Accounts with Performance- Based Fees |
Assets of
Accounts with Performance- Based Fees |
|||||||||||||
|
Martin J. Doyle |
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts |
|
0
0 27,369 |
|
$
|
0
0 23.5 billion |
|
|
0
0 0 |
|
$
|
0
0 0 |
|
|||||
Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.
The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.
With respect to many of its clients accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for the Portfolio and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Portfolio or the other accounts.
Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.
Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
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Beneficial Ownership of Securities
The following table indicates as of July 31, 2015 the value, within the indicated range, of shares beneficially owned by the portfolio manager in the Portfolio and of shares in other Nuveen Funds managed by Nuveen Asset Managements municipal investment team. For purposes of this table, the following letters indicate the range listed next to each letter:
|
A |
- | $0 | ||
|
B |
- | $1-$10,000 | ||
|
C |
- | $10,001-$50,000 | ||
|
D |
- | $50,001-$100,000 | ||
|
E |
- | $100,001-$500,000 | ||
|
F |
- | $500,001-$1,000,000 | ||
|
G |
- | More than $1 million |
|
Portfolio Manager |
Dollar Range of
Equity Securities Beneficially Owned in Fund Managed |
|
|
Martin J. Doyle |
A |
The Portfolios transfer, shareholder services, and dividend paying agent is Boston Financial Data Services, Inc. ( BFDS ), P.O. Box 8530, Boston, Massachusetts 02266-8530.
The custodian of the assets of the Portfolio is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian performs custodial, fund accounting and portfolio accounting services.
Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Portfolios shares pursuant to a best efforts arrangement as provided by a Distribution Agreement dated May 1, 2007 (the Distribution Agreement ). Pursuant to the Distribution Agreement, the Portfolio appointed the Distributor to be its agent for the distribution of the Portfolios shares on a continuous offering basis.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP ( PwC ), One North Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Trust. In addition to audit services, PwC provides assistance on accounting, tax and related matters.
The Portfolio, the Adviser, Nuveen Asset Management and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Adviser and the Sub-Adviser, Rule 204A-1 under the Investment Advisers Acts of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to information about the Portfolios securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Portfolio, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Trustees and could result in severe penalties.
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The Portfolio invests its assets primarily in municipal bonds and cash management securities. On rare occasions the Portfolio may acquire, directly or through a special purpose vehicle, equity securities of a municipal bond issuer whose bonds the Portfolio already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuers credit problem. In the course of exercising control of a distressed municipal issuer, Nuveen Asset Management may pursue the Portfolios interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the 1940 Act, but nevertheless provides reports to the Portfolios Board of Trustees on its control activities on a quarterly basis.
In the rare event that a municipal issuer were to issue a proxy or that the Portfolio were to receive a proxy issued by a cash management security, Nuveen Asset Management would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the Portfolios Board of Trustees or its representative. A member of Nuveen Asset Managements legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 206(4)-6, reports were filed with the SEC on Form N-PX, and the results provided to the Portfolios Board of Trustees and made available to shareholders as required by applicable rules.
Information regarding how the Portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by calling (800) 257-8787 or by accessing the SECs website at http://www.sec.gov.
Nuveen Asset Management is responsible for decisions to buy and sell securities for the Portfolio, the negotiation of the prices to be paid or received for principal trades, and the allocation of its transactions among various dealer firms. Portfolio securities will normally be purchased directly from an underwriter in a new issue offering or in the over-the-counter secondary market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained elsewhere. Portfolio securities will not be purchased from Nuveen or its affiliates except in compliance with the 1940 Act.
The Portfolio expects that substantially all portfolio transactions will be effected on a principal (as opposed to an agency) basis and, accordingly, does not expect to pay significant amounts of brokerage commissions. Brokerage will not be allocated based on the sale of the Portfolios shares. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases from dealers will include the spread between the bid and asked price. It is the policy of Nuveen Asset Management to seek the best execution under the circumstances of each trade. Nuveen Asset Management evaluates price as the primary consideration, with the financial condition, reputation and responsiveness of the dealer considered secondarily in determining best execution. Given the best execution obtainable, it may be Nuveen Asset Managements practice to select dealers that, in addition, furnish research information (primarily credit analyses of issuers and general economic reports) and statistical and other services to Nuveen Asset Management. It is not possible to place a dollar value on information and statistical and other services received from dealers. Since it is only supplementary to Nuveen Asset Managements own research efforts, the receipt of research information is not expected to reduce significantly Nuveen Asset Managements expenses. For certain secondary market transactions where the execution capability of two brokers is judged to be of substantially similar quality, Nuveen Asset Management may randomly select one of them. While Nuveen Asset Management will be primarily responsible for the placement of the portfolio transactions of the Portfolio, the policies and practices of Nuveen Asset Management in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of Trustees.
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Nuveen Asset Management may manage other investment companies and investment accounts for other clients that have investment objectives similar to the Portfolio. Subject to applicable laws and regulations, Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Portfolio and another advisory account. In making such allocations the main factors to be considered will be the respective investment objectives, the relative size of the portfolio holdings of the same or comparable securities, the availability of cash for investment or need to raise cash, and the size of investment commitments generally held. While this procedure could have a detrimental effect on the price or amount of the securities (or, in the case of dispositions, the demand for securities) available to the Portfolio from time to time, it is the opinion of the Board of Trustees that the benefits available from the Nuveen Asset Management organization will outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The Portfolio has paid no brokerage commissions in the past three fiscal years.
During the fiscal year ended July 31, 2015, the Portfolio did not pay commissions to brokers in return for research services.
The Portfolio did not acquire during the fiscal year ended July 31, 2015 the securities of its regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the brokers or dealers.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Portfolios holdings. In accordance with this policy, the Portfolio may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Portfolios publicly accessible website, www.nuveenassetmanagement.com. A complete list of portfolio holdings information is generally made available on the Portfolios website as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Portfolio files with the SEC its Form N-CSR or Form N-Q for the period that includes the date as of which the website information is current.
Additionally, the Portfolio may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Portfolios website (i.e., non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipients duties to the Portfolio as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner (e.g., personal trading). In this connection, the Portfolio may disclose on an ongoing basis non-public portfolio holdings information in the normal course of its investment and administrative operations to various service providers, including the Adviser and/or Sub-Adviser, independent registered public accounting firm, custodian, financial printer, proxy voting service(s), and to the legal counsel for the Portfolios independent trustees. Also, the Adviser may transmit to service providers non-public portfolio holdings information to enable the Adviser to perform portfolio attribution analysis using third-party systems and software programs. The Adviser and/or Sub-Adviser may also provide certain portfolio holdings information to broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions are taken in an effort to avoid potential misuse of the disclosed information, including limitations on the scope of the portfolio holdings information disclosed, when appropriate. The Portfolio, the Adviser, and the Sub-Adviser have not received compensation or other consideration in exchange for the disclosure of portfolio holdings.
Non-public portfolio holdings information may be provided to other persons if approved by the Portfolios Chief Administrative Officer or Secretary upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Portfolio, and the recipient is obligated to maintain the confidentiality of the information and not misuse it.
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Compliance officers of the Portfolio and the Adviser and Sub-Adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Portfolios policy. Reports are made to the Portfolios Board of Trustees on an annual basis.
There is no assurance that the Portfolios policies on portfolio holdings information will protect the Portfolio from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
The following parties currently receive non-public portfolio holdings information regarding one or more of the Nuveen Mutual Funds on an ongoing basis pursuant to the various arrangements described above:
ADP Investor Communications Services
Advent
Barclays Capital, Inc.
Barra
Bloomberg
Broadridge Systems
Cardinal Print
Chapman and Cutler LLP
Coates Analytics
Commerz Markets LLC
Eagle Investment Systems, LLC
Electra Information Systems
Ernst & Young LLP
FactSet Research Systems
Financial Graphic Services
Glass, Lewis & Co.
Interactive Data Pricing and Reference
Investortools
ISS
KPMG LLP
Lipper Inc.
Markit
Moodys
Morningstar, Inc.
Narrative Science
PricewaterhouseCoopers LLP
PricingDirect Inc.
Rimes Technologies Corporation
R.R. Donnelley
Simcorp USA
Standard & Poors
State Street Bank & Trust Co.
Strategic Insight
ThomsonReuters LLC
U.S. Bancorp Fund Services, LLC
U.S. Bank N.A.
Vestek Systems, Inc.
Vickers
Wilshire Associates Incorporated
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The Portfolios net asset value is determined as set forth in the Prospectus under General InformationNet Asset Value.
The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series, which may be divided into classes of shares. Each currently authorized and outstanding series consists of one class of shares. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of the Portfolio have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trusts Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or the Portfolio itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
The following table sets forth the percentage ownership of each person, who, as of November 2, 2015, owned of record, or is known by the Trust to have owned of record or beneficially, 5% or more of the Portfolios shares.
|
Name of Portfolio |
Name and Address of Owner |
Percentage
of Ownership |
||||
|
Municipal Total Return Managed
|
Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
|
42.36% |
|
||
|
MLPF&S for the Benefit of its Customers Attn Fund Admn 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 |
40.45% | |||||
This section summarizes some of the main U.S. federal income tax consequences of owning shares of the Portfolio. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer or other investor with special circumstances. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Portfolio. The Internal Revenue Service could disagree with any conclusions set forth in this section. In
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addition, Portfolios counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Portfolio. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax professional.
The Portfolio intends to qualify as a regulated investment company under the federal tax laws. If the Portfolio qualifies as a regulated investment company and distributes its income as required by the tax law, the Portfolio generally will not pay federal income taxes. If the Portfolio fails for any taxable year to qualify as a regulated investment company for federal income tax purposes, the Portfolio itself will generally be subject to federal income taxation (which will reduce the amount of Portfolio income available for distribution) and your tax consequences will be different from those described in this section (for example, all distributions to you will generally be taxed as ordinary income, even if those distributions are derived from tax-exempt interest or capital gains realized by the Portfolio).
Qualification as a Regulated Investment Company
As a regulated investment company, the Portfolio generally will not be subject to federal income tax on the portion of 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 (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders, provided that it distributes at least 90% of its investment company taxable income and 90% of its net tax-exempt interest income for the year (the Distribution Requirement ) and satisfies certain other requirements of the Code that are generally described below. The Portfolio also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.
In addition to satisfying the Distribution Requirement, the Portfolio must, among other things, derive in each taxable year at least 90% of its gross income from (1) dividends, interest, certain payments with respect to securities loans, gains from the sale or disposition of stock, securities or non-U.S. currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in qualified publicly traded partnerships (as such term is defined in the Code). The Portfolio must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of the Portfolios taxable year, (1) 50% or more of the value of the Portfolios assets must be represented by cash and cash items (including receivables), United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Portfolios assets and not greater than 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Portfolios assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Portfolio controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more qualified publicly traded partnerships (as such term is defined in the Code). There are certain exceptions for failure to qualify if the failure is for reasonable cause or is de minimis and certain corrective action is taken and certain tax payments are made by the Portfolio.
After the end of each year, you will receive a tax statement that separates the Portfolios distributions into three categories, exempt-interest dividends, ordinary income distributions and capital gains dividends. Exempt-interest dividends generally are excluded from your gross income for federal income tax purposes. Some or all of the exempt-interest dividends, however, may be taken into account in determining your alternative minimum tax and may have other tax consequences (e.g., they may affect the amount of your social security benefits that are taxed). Ordinary income distributions are generally taxed at your ordinary tax rate. Generally, you will treat all capital gain
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dividends as long-term capital gain regardless of how long you have owned your shares. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, the Portfolio may make distributions that represent a return of capital for tax purposes and thus will generally not be immediately taxable to you unless the distribution exceeds your basis in your shares. The tax status of your distributions from the Portfolio is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from the Portfolio that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Income from the Portfolio may also be subject to a 3.8 percent Medicare tax. This tax generally applies to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals. Interest that is excluded from gross income and exempt-interest dividends from the Portfolio are generally not included in your net investment income for purposes of this tax.
A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to dividends received from the Portfolio because the dividends received deduction is generally not available for distributions from regulated investment companies.
If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares. Further, if you hold your shares for six months or less, any loss incurred by you related to the disposition of such a share will be disallowed to the extent of the exempt-interest dividends you received, except as otherwise described in the next section.
Taxation of Capital Gains and Losses
If you are an individual, the maximum marginal stated federal tax rate for net capital gains is generally 20% for taxpayers in the 39.6% tax bracket, 15% for taxpayers in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in the 10% and 15% tax brackets. Capital gains may also be subject to the Medicare tax described above.
Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. If you hold a share for six months or less, any loss incurred by you related to the disposition of such share will be disallowed to the extent of the exempt-interest dividends you received, except in the case of a regular dividend paid by the Portfolio if the Portfolio declares exempt-interest dividends on a daily basis in an amount equal to at least 90 percent of its net tax-exempt interest and distributes such dividends on a monthly or more frequent basis. To the extent, if any, it is not disallowed, it will be recharacterized as long-term capital loss to the extent of any capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Code treats certain capital gains as ordinary income in special situations.
Qualification to Pay Exempt-Interest Dividends
A regulated investment company may report an applicable portion of a dividend (other than a capital gain dividend) as an exempt-interest dividend, if at least half of the regulated investment companys assets at the close of each quarter of the taxable year consist of tax-exempt state and local bonds. The shareholder treats an exempt-interest dividend as an item of tax-exempt interest as described above.
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The Portfolio intends to qualify as a regulated investment company that may pay exempt-interest dividends under the rules described above. If the Portfolio in fact so qualifies, some or all of a dividend paid by the Portfolio may be reported as an exempt-interest dividend.
Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Portfolio securities when you redeem shares or when the Portfolio terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
If you exchange shares of the Portfolio for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Deductibility of Portfolio Expenses
Expenses incurred and deducted by the Portfolio will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of the Portfolio expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individuals adjusted gross income. Some individuals may also be subject to further limitations on the amount of their itemized deductions, depending on their income. Further, because the Portfolio pays exempt-interest dividends, which are treated as exempt interest for federal income tax purposes, you will not be able to deduct some of your interest expense for debt that you incur or continue to purchase or carry your shares.
You should be aware that different separately managed account program sponsors charge their own clients differing wrapped or bundled fees based, among other things, on the services being provided by the sponsor. This structure raises the question of whether the Internal Revenue Service ( IRS ) or a court might attribute these differing payment rates to the Portfolio. Such a position, if asserted, could raise issues of whether the structure produces preferential dividends and, in turn, whether the Portfolio qualifies for tax treatment as a regulated investment company. If in any year the Portfolio should fail to qualify under Subchapter M of the Code for tax treatment as a regulated investment company, the Portfolio would incur corporate federal income tax (and to the extent applicable, corporate alternative minimum tax) upon its income for that year. Distributions to its shareholders would be taxable dividends to the extent of the Portfolios current and accumulated earnings and profits (including its tax-exempt income). Such taxable dividends should qualify for the dividends received deduction for corporate shareholders and should be taxable as qualified dividend income for federal income tax purposes for individual shareholders to the extent certain holding period requirements and other requirements are satisfied. In addition, the Portfolio could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company. The Board of Trustees reserves the right not to maintain the qualification of the Portfolio as a regulated investment company if it determines such course of action to be beneficial to shareholders.
Nuveen Asset Management believes that based upon its arrangements with the various separately managed account program sponsors and the intended operation of the Portfolio, these concerns should not arise. You should be aware, however, that there is no authority on point, and that if the IRS or a court were to take a contrary position, the Portfolios fee arrangement could cause the dividends paid by the Portfolio not to qualify for the dividends-paid deduction because they were considered preferential dividends. In that case, the Portfolio would fail to qualify as a regulated investment company with the consequences described above.
You should be aware that the IRS has issued a memorandum which indicates that an asset-based flat-fee paid by an investor to an investment adviser for investment services is not a carrying charge (and is therefore not capitalized). Rather, the memorandum indicates that the fees paid to the
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investment adviser are currently deductible (subject to applicable limitations, discussed below) investment expenses. Were the position described in the memorandum to apply to the wrapped or bundled fees paid to the managed account program sponsors, such fees would likely be treated by shareholders as miscellaneous itemized deductions and would be deductible only to the extent that the shareholder claims itemized deductions (versus the standard deduction) and, further, to the extent that the shareholders total miscellaneous itemized deductions for a taxable year exceed two percent of the shareholders adjusted gross income. Some individuals may also be subject to further limitations on the amount of their itemized deductions, depending on their income. Fees allocable to earning tax-exempt income (such as the exempt-interest dividends paid by the Portfolio) are generally not deductible. You should consult your tax advisor regarding the deductibility to you of any wrapped or bundled fees paid to the managed account sponsor with respect to your investment in the Portfolio.
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from the Portfolio will be characterized as dividends for federal income tax purposes (other than dividends which the Portfolio properly reports as capital gain dividends) and, other than exempt-interest dividends, will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from the Portfolio that are properly reported by the Portfolio as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Portfolio makes certain elections and certain other conditions are met. In addition, distributions in respect of shares may be subject to a U.S. withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entitys U.S. owners. Dispositions of shares by such persons may be subject to such withholding after December 31, 2018.
When the Portfolio has a capital loss carry-forward, it does not make capital gains distributions until the loss has been offset or expired. As of July 31, 2015, the Portfolio had capital loss carry-forwards available for federal income tax purposes, expiring in the year indicated.
|
Expiration Year |
Capital Loss
Carry-Forwards (000s omitted) |
|||
|
* |
$ | 2,562,804 | ||
| * | Not subject to expiration. |
PURCHASE AND REDEMPTION OF SHARES
As described in the Prospectus, the Portfolio is only available to separately managed account clients where Nuveen Fund Advisors has an agreement to serve as investment adviser or sub-adviser to the account with the separately managed account program sponsor or directly with the client.
Suspension of Right of Redemption
The Portfolio may suspend the right of redemption of shares or delay payment more than seven days (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Portfolio normally utilizes is restricted or an emergency exists as determined by the SEC so that trading of the Portfolios investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the SEC by order may permit for protection of Portfolio shareholders.
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Because the Portfolio is designed to be a component of a separately managed account that also invests in individual securities and other investments, its shares may be purchased or redeemed on a frequent basis for rebalancing purposes, to invest new monies, or to accommodate reductions in account size. The Portfolio is managed in a manner that is consistent with its role in the separately managed account. Because all purchase and redemption orders are initiated by Nuveen Fund Advisors, separately managed account clients are not in a position to effect purchase or redemption orders and are, therefore, unable to directly trade in shares of the Portfolio.
The Distributor sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as Dealers ), or others, in a manner consistent with the then effective registration statement of the Trust. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances certain activities incident to the sale and distribution of the Portfolios shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers. The Distributor receives for its services the excess, if any, of the sales price of the Portfolios shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares. The Distributor may act as a Dealer.
The Portfolio paid no underwriting commissions in the past three fiscal years.
The audited financial statements for the Portfolios most recent fiscal year appear in the Portfolios Annual Report dated July 31, 2015. The Portfolios Annual Report is incorporated by reference into this SAI and is available without charge by calling (800) 257-8787.
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RATINGS OF INVESTMENTS
Standard & Poors Ratings GroupA brief description of the applicable Standard & Poors ( S&P ) rating symbols and their meanings (as published by S&P) follows:
A S&P issue credit rating is a forward-looking opinion about 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 reflects S&Ps view of the obligors 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.
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 daysincluding 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 S&Ps analysis of the following considerations:
| 1. | Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
| 2. | Nature of and provisions of the obligation, and the promise S&P imputes; |
| 3. | 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 S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong. |
| AA | An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. |
| A | 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 obligors 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. |
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.
A-1
| BB | 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 obligors inadequate capacity to meet its financial commitment on the obligation. |
| B | 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 obligors 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. |
| CC | An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default. |
| C | An obligation rated C is currently highly vulnerable to nonpayment and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. |
| D | An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. |
| 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. |
| NR | This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P 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 S&P. The obligors 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 obligors 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 obligors 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. |
| B | A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments. |
| C | 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-2
| D | A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. |
Moodys Investors Service, Inc.A brief description of the applicable Moodys Investors Service, Inc. ( Moodys ) rating symbols and their meanings (as published by Moodys) follows:
Ratings assigned on Moodys global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.
Long-Term Obligation Ratings
| Aaa | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
| Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
| A | Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. |
| Baa | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
| Ba | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
| B | Obligations rated B are considered speculative and are subject to high credit risk. |
| Caa | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
| Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
| C | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Obligation Ratings
| P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
| P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
| P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
| NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
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Fitch Ratings A brief description of the applicable Fitch Ratings ( Fitch ) ratings symbols and meanings (as published by Fitch) follows:
Fitchs credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agencys credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitchs credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
International Long-Term Ratings
Issuer Credit Rating Scales
Investment Grade
| AAA | Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
| AA | Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
| A | High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
| BBB | Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
A-4
Speculative Grade
| BB | Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. |
| B | Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
| CCC | Substantial credit risk. Default is a real possibility. |
| CC | Very high levels of credit risk. Default of some kind appears probable. |
| C | Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include: |
| |
the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
| |
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
| |
Fitch otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
| RD | Restricted default. RD ratings indicate an issuer that in Fitchs opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: |
| |
the selective payment default on a specific class or currency of debt; |
| |
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
| |
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
| |
execution of a distressed debt exchange on one or more material financial obligations. |
| D | Default. D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
| Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange. |
| Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. |
| In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice. |
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International Short-Term Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
| F1 | Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
| F2 | Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. |
| F3 | Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. |
| B | Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
| C | High short-term default risk. Default is a real possibility. |
| RD | Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only. |
| D | Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
Notes to Long-Term and Short-Term Ratings:
The modifiers + 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, or to categories below B.
WD indicates that the rating has been withdrawn and the issue or issuer is no longer rated by Fitch.
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action. A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period.
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MAI-MAPS-1115P
PART C OTHER INFORMATION
Item 28. Exhibits
| (a)(1) | Amended and Restated Declaration of Trust.(1) | |||
| (a)(2) | Amended and Restated Designation of Series of Shares of Beneficial Interest of the Registrant, dated November 15, 2011.(2) | |||
| (b) | By-Laws of Registrant.(1) | |||
| (c) | Not applicable. | |||
| (d)(1) | Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated October 1, 2014.(5) | |||
| (d)(2) | Renewal of Investment Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated July 28, 2015.(6) | |||
| (d)(3) | Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated October 1, 2014.(5) | |||
| (d)(4) | Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated July 28, 2015.(6) | |||
| (e)(1) | Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated May 1, 2007.(1) | |||
| (e)(2) | Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 4, 2015.(6) | |||
| (f) | Not applicable. | |||
| (g)(1) | Amended and Restated Master Custodian Agreement between the Nuveen Funds and State Street Bank and Trust Company, dated July 15, 2015.(6) | |||
| (g)(2) | Appendix A to Custodian Agreement, dated September 28, 2015.(6) | |||
| (h)(1) | Transfer Agency and Service Agreement between the Nuveen Funds and Boston Financial Data Services, Inc., dated May 11, 2012.(3) | |||
| (h)(2) | Amendment and Schedule A to Transfer Agency and Service Agreement, effective as of September 28, 2015.(6) | |||
| (i) | Not applicable. | |||
| (j) | Consent of Independent Registered Public Accounting Firm, dated November 25, 2015.(6) | |||
| (k) | Not applicable. | |||
| (l) | Subscription Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated March 13, 2007.(1) | |||
| (m) | Not applicable. | |||
| (n) | Not applicable. | |||
| (o) | Reserved. | |||
| (p)(1) | Code of Ethics, as amended April 1, 2014.(5) | |||
| (p)(2) | Code of Ethics for the Independent Trustees of the Nuveen Funds, effective January 1, 2013.(4) | |||
| (q)(1) | Original Power of Attorney of Mr. Nelson, dated September 1, 2013.(4) | |||
| (q)(2) | Original Powers of Attorney of Messrs. Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale, Stone and Stringer, dated October 13, 2013.(4) | |||
| (q)(3) | Original Powers of Attorney of Messrs. Adams and Schreier, dated August 15, 2014.(5) | |||
| (1) | Incorporated by reference to pre-effective amendment no. 1 filed on May 11, 2007 on Form N-1A for Registrant. |
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| (2) | Incorporated by reference to post-effective amendment no. 10 filed on November 28, 2011 on Form N-1A for Registrant. |
| (3) | Incorporated by reference to post-effective amendment no. 12 filed on November 28, 2012 on Form N-1A for Registrant. |
| (4) | Incorporated by reference to post-effective amendment no. 14 filed on November 27, 2013 on Form N-1A for Registrant. |
| (5) | Incorporated by reference to post-effective amendment no. 16 filed on November 28, 2014 on Form N-1A for Registrant. |
| (6) | Filed herewith. |
Item 29. Persons Controlled by or under Common Control with the Fund
Not applicable.
Item 30. Indemnification
Section 4 of Article XII of Registrants 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.
C-2
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, as such Disinterested Trustee, anyone 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 word 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 the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000 against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, except for matters that 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 the Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $2,500,000 deductible for operational failures and $1,000,000 deductible for all other claims.
Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended, (the 1933 Act) may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant 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 1933 Act 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 an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee 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 of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
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Item 31. Business and Other Connections of Investment Adviser
(a) Nuveen Fund Advisors, LLC (Nuveen Fund Advisors) (formerly known as Nuveen Fund Advisors, Inc. and Nuveen Asset Management) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors who serve as officers or Trustees of the Registrant 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 of Nuveen Fund Advisors appears below:
|
Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
| Robert D. Luse, Executive Vice President | Executive Vice President of Nuveen Asset Management, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. | |
| John L. MacCarthy, Executive Vice President and Secretary |
Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Vice President and Secretary (since 2013) of Nuveen Commodities Asset Management, LLC; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and (since 2011) of Nuveen Asset Management, LLC; Vice President and Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC. |
|
| Joseph T. Castro, Managing Director and Chief Compliance Officer |
Managing Director (since 2011), Head of Compliance (since 2013) of Nuveen Investments, Inc. |
|
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|
Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
| Stuart J. Cohen, Managing Director and Assistant Secretary |
Managing Director and Assistant Secretary of Nuveen Asset Management, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. |
|
| Lucas A. Satre, Senior Vice President and Assistant Secretary |
Senior Vice President, General Counsel and Secretary of Nuveen Securities, LLC; Senior Vice President and Assistant Secretary of Nuveen Asset Management, LLC and Nuveen Investments, Inc.; Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. |
|
(b) Nuveen Asset Management, LLC ( Nuveen Asset Management ) acts as sub-investment adviser to the Registrant for Municipal Total Return Managed Accounts Portfolio and also serves as sub-investment adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The following is a list of the senior officers of Nuveen Asset Management. The principal business address of each person is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Asset Management who serve as officers or trustees of the Registrant 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 of Nuveen Asset Management appears below:
|
Name |
Position and Offices with
|
Other Business, Profession, Vocation or
|
||
| William T. Huffman | President | CPA. | ||
| Robert D. Luse | Executive Vice President | Executive Vice President of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. | ||
C-5
|
Name |
Position and Offices with
|
Other Business, Profession, Vocation or
|
||
| John L. MacCarthy | Executive Vice President and Secretary | Executive Vice President and Secretary of Nuveen Fund Advisors, LLC; Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Vice President and Secretary (since 2013) of Nuveen Commodities Asset Management, LLC; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc.; Vice President and Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC. | ||
| Charles R. Manzoni, Jr. |
Managing Director, Chief Operating Officer and
General Counsel |
Managing Director of Nuveen Investments Holdings, Inc. | ||
| Lucas A. Satre | Senior Vice President and Assistant Secretary | Senior Vice President, General Counsel and Secretary of Nuveen Securities, LLC; Senior Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC and Nuveen Investments, Inc.; Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. | ||
| Mark Slevin | Senior Vice President | Senior Vice President of Nuveen Investments Holdings, Inc. | ||
| Stuart J. Cohen | Managing Director and Assistant Secretary | Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC. | ||
| Diane S. Meggs | Vice President and Chief Compliance Officer | Senior Vice President and Compliance Manager (since 2011) of Nuveen Fund Advisors, LLC; Chief Compliance Officer and Senior Vice President (since 2013) of Nuveen Investments Advisers, Inc. | ||
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Item 32. Principal Underwriters
(a) Nuveen Securities, LLC (Nuveen) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Investment Funds, Inc., Nuveen Strategy Funds, Inc. and the Registrant.
(b)
|
Name and Principal Business Address |
Positions and Offices with Underwriter |
Positions and Offices with Registrant |
||
|
William Adams IV 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | Trustee | ||
|
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President and Head of Institutional Sales and Product Strategy and Development | Vice President | ||
|
Sherri A. Hlavacek
333 West Wacker
Drive
Chicago, IL 60606 |
Managing Director, Chief Financial Officer and Corporate Controller | Vice President and Treasurer | ||
|
Carl M. Katerndahl 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President and
Head of Distribution and Corporate Marketing |
None |
||
|
Robert D. Luse 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
|
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Vice President and Secretary | ||
|
Kathleen L. Prudhomme 901 Marquette Avenue Minneapolis, MN 55402 |
Managing Director and Assistant Secretary |
Vice President and Assistant
Secretary |
||
|
Lucas A. Satre 333 West Wacker Drive Chicago, IL 60606 |
Senior Vice President, Secretary and General Counsel | None | ||
|
Thomas S. Schreier, Jr. 333 West Wacker Drive Chicago, IL 60606 |
Co-Chief Executive Officer |
Trustee | ||
|
Diane M. Whelan 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
|
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Chief Administrative Officer | ||
(c) Not applicable.
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Item 33. Location of Accounts and Records
Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.
State Street Bank and Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, currently 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.
Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the required records in its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago and State of Illinois, on the 27th day of November, 2015.
| NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST | ||
| B Y : | / S / K EVIN J. M C C ARTHY | |
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Kevin J. McCarthy, Vice President and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
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Signature |
Title |
Date |
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/ S / S TEPHEN D. F OY S TEPHEN D. F OY |
Vice President and Controller (principal financial and accounting officer) | November 27, 2015 | ||||||
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/ S / G IFFORD R. Z IMMERMAN G IFFORD R. Z IMMERMAN |
Chief Administrative Officer (principal executive officer) | November 27, 2015 | ||||||
| W ILLIAM J. S CHNEIDER * | Chairman of the Board and Trustee |
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By: |
/ S / K EVIN J. M C C ARTHY
K EVIN J. M C C ARTHY Attorney-in-Fact November 27, 2015 |
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| W ILLIAM A DAMS IV* | Trustee | |||||||
| J ACK B. E VANS * | Trustee | |||||||
| W ILLIAM C. H UNTER * | Trustee | |||||||
| D AVID J. K UNDERT * | Trustee | |||||||
| J OHN K. N ELSON * | Trustee | |||||||
| T HOMAS S. S CHREIER , Jr.* | 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 | |||||||
| * | An original power of attorney authorizing, among others, Kevin J. McCarthy and Gifford R. Zimmerman to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein. |
EXHIBIT INDEX
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Exhibit
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Exhibit |
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| (d)(2) | Renewal of Investment Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated July 28, 2015. | |
| (d)(4) | Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated July 28, 2015. | |
| (e)(2) | Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 4, 2015. | |
| (g)(1) | Amended and Restated Master Custodian Agreement between the Nuveen Funds and State Street Bank and Trust Company, dated July 15, 2015. | |
| (g)(2) | Appendix A to Custodian Agreement, dated September 28, 2015. | |
| (h)(2) | Amendment and Schedule A to Transfer Agency and Service Agreement, effective as of September 28, 2015. | |
| (j) | Consent of Independent Registered Public Accounting Firm, dated November 25, 2015. | |
NUVEEN OPEN-END FUNDS
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
This Agreement made this 28 th day of July 2015 by and between the entities listed on Schedule A (the Nuveen Open-End Funds), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the Adviser);
WHEREAS, the parties hereto are the contracting parties under each certain Investment Management Agreement (the Agreements) pursuant to which the Adviser furnishes investment management and other services to each fund in each Trust; and
WHEREAS, each Agreement terminates August 1, 2015 unless continued in the manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Trustees, at meetings held May 11-13, 2015, called for the purpose of reviewing each Agreement, have approved each Agreement and its continuance until August 1, 2016 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in each Agreement the parties hereto do hereby continue each Agreement in effect until August 1, 2016 and ratify and confirm the Agreements in all respects.
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On behalf of the Nuveen Open-End Trusts Listed on Schedule A |
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| By: |
/s/ Kevin J. McCarthy |
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| Vice President | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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| NUVEEN FUND ADVISORS, LLC | ||||||
| By: |
/s/ Gifford R. Zimmerman |
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| Managing Director | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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Schedule A
Nuveen Municipal Trust
Nuveen Multistate Trust I
Nuveen Multistate Trust II
Nuveen Multistate Trust III
Nuveen Multistate Trust IV
Nuveen Managed Accounts Portfolios Trust
Nuveen Investment Funds, Inc.
Nuveen Investment Trust
Nuveen Investment Trust II
Nuveen Investment Trust III
Nuveen Investment Trust V
Nuveen Strategy Funds, Inc.
NUVEEN OPEN-END FUNDS
NOTICE OF CONTINUANCE OF INVESTMENT SUB-ADVISORY AGREEMENTS
WHEREAS, Nuveen Fund Advisors, LLC, a Delaware limited liability company (the Manager) and Nuveen Asset Management, LLC, a Delaware limited liability company (the Sub-Adviser) have entered into Sub-Advisory Agreements (the Agreements), pursuant to which the Sub-Adviser furnishes investment advisory services to various open-end funds as listed on attached Schedule A (Nuveen Open-End Funds); and
WHEREAS, pursuant to the terms of each Agreement, the Agreement shall continue in force from year to year, provided that such continuance is specifically approved for each Portfolio (as defined in the Agreement) at least annually in the manner required by the Investment Company Act of 1940 and the rules and regulations thereunder.
NOW THEREFORE, this Notice memorializes between the parties that the Board of Directors/Trustees of each Open-End Fund, including the independent Directors/Trustees, at a meeting called in part for the purpose of reviewing the Agreements, have approved the continuance of each Agreement with respect to each Portfolio until August 1, 2016, in the manner required by the Investment Company Act of 1940.
| Dated as of July 28, 2015 | ||||||
| NUVEEN FUND ADVISORS, LLC | ||||||
| By: |
/s/ Gifford R. Zimmerman |
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| Managing Director | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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| NUVEEN ASSET MANAGEMENT, LLC | ||||||
| By: |
/s/ Kevin J. McCarthy |
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| Managing Director | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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Schedule A
NUVEEN MUNICIPAL TRUST
Nuveen All-American Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen Short Duration High Yield Municipal Bond Fund
NUVEEN MULTISTATE TRUST I
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II
Nuveen California High Yield Municipal Bond Fund
Nuveen California Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
NUVEEN MULTISTATE TRUST III
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
NUVEEN MULTISTATE TRUST IV
Nuveen Kansas Municipal Bond Fund
Nuveen Kentucky Municipal Bond Fund
Nuveen Michigan Municipal Bond Fund
Nuveen Missouri Municipal Bond Fund
Nuveen Ohio Municipal Bond Fund
Nuveen Wisconsin Municipal Bond Fund
NUVEEN INVESTMENT TRUST
Nuveen Concentrated Core Fund
Nuveen Core Dividend Fund
Nuveen Equity Market Neutral Fund
Nuveen Global Tactical Opportunities Plus Fund
Nuveen Global Total Return Bond Fund
Nuveen Intelligent Risk Conservative Allocation Fund
Nuveen Intelligent Risk Growth Allocation Fund
Nuveen Intelligent Risk Moderate Allocation Fund
Nuveen Large Cap Core Fund
Nuveen Large Cap Core Plus Fund
Nuveen Large Cap Growth Fund
Nuveen Large Cap Value Fund
Nuveen U.S. Infrastructure Bond Fund
NUVEEN INVESTMENT TRUST II
Nuveen Equity Long/Short Fund
Nuveen Global Growth Fund
Nuveen Growth Fund
Nuveen International Growth Fund
NUVEEN INVESTMENT TRUST V
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
Nuveen Preferred Securities Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST
Municipal Total Return Managed Accounts Portfolio
NUVEEN INVESTMENT FUNDS, INC.
Nuveen Core Bond Fund
Nuveen Core Plus Bond Fund
Nuveen Dividend Value 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 International Select Fund
Nuveen Large Cap Growth Opportunities Fund
Nuveen Large Cap Select Fund
Nuveen Mid Cap Growth Opportunities Fund
Nuveen Mid Cap Index Fund
Nuveen Mid Cap Value Fund
Nuveen Minnesota Intermediate Municipal Bond Fund
Nuveen Minnesota Municipal Bond Fund
Nuveen Nebraska Municipal Bond Fund
Nuveen Oregon Intermediate Municipal Bond Fund
Nuveen Real Asset Income Fund
Nuveen Real Estate Securities Fund
Nuveen Short Term Bond Fund
Nuveen Short Term Municipal Bond Fund
Nuveen Small Cap Growth Opportunities Fund
Nuveen Small Cap Index Fund
Nuveen Small Cap Select Fund
Nuveen Small Cap Value Fund
Nuveen Strategic Income Fund
Nuveen Tactical Market Opportunities Fund
NUVEEN STRATEGY FUNDS, INC.
Nuveen Strategy Aggressive Growth Allocation Fund
Nuveen Strategy Balanced Allocation Fund
Nuveen Strategy Conservative Allocation Fund
Nuveen Strategy Growth Allocation Fund
Renewal of Distribution Agreement
Agreement made this 4th day of August, 2015 by and between Nuveen Managed Accounts Portfolios Trust, a Massachusetts business trust (the Fund), and NUVEEN SECURITIES, LLC (formerly, Nuveen Investments, LLC), a Delaware limited liability company (the Underwriter);
WHEREAS, the parties hereto are the contracting parties under that certain Distribution Agreement (the Agreement) pursuant to which the Underwriter acts as agent for the distribution of shares of the Fund; and
WHEREAS, the Agreement terminates August 8, 2015 unless continued in the manner required by the Investment Company Act of 1940;
WHEREAS, the Board of Trustees of the Fund, at a meeting called for the purpose of reviewing the Agreement has approved the Agreement and its continuance until August 8, 2016 in the manner required by the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the mutual covenants contained in the Agreement the parties hereto do hereby continue the Agreement in effect until August 8, 2016 and ratify and confirm the Agreement in all respects.
| NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST | ||||||
| By: |
/s/ Kevin J. McCarthy |
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| Vice President | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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| NUVEEN SECURITIES, LLC | ||||||
| By: |
/s/ Gifford R. Zimmerman |
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| Managing Director | ||||||
| ATTEST: | ||||||
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/s/ Virginia ONeal |
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Exhibit g.1
Execution Version
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
This Agreement is made as of July 15, 2015 (this Agreement ), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a Fund ), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, 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 an Amended and Restated Master Custodian Agreement, dated as of February 25, 2005 (as amended and in effect, the Master Custodian Agreement);
W HEREAS , the Funds and the Custodian desire to replace the Master Custodian Agreement with this Amended and Restated Master Custodian Agreement;
W HEREAS , each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and
W HEREAS , the Custodian is willing to provide the services upon the terms contained in this Agreement;
S ECTION 1. D EFINITIONS . In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
1940 Act means the Investment Company Act of 1940, as amended from time to time.
Board means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.
Client Publications means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
Deposit Account Agreement means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodians internet customer portal, my.statestreet.com.
Domestic securities means securities held within the United States.
Foreign securities means securities held primarily outside of the United States.
Held outside of the United States means not held within the United States.
Held within the United States means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediarys jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust companys office located in the United States.
Investment Advisor means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.
On book currency means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
Portfolio means (a) in relation to a Fund that is a series organization, a series of the Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.
Portfolio Interests means beneficial interests in a Portfolio.
Proper Instructions means instructions in accordance with Section 9 received by the Custodian from a Fund, the Funds Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.
SEC means the U.S. Securities and Exchange Commission.
Series organization means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.
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Tax or Taxes means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.
UCC means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.
Underlying Portfolios means a group of investment companies as defined in Section 12(d)(1)(F) of the 1940 Act.
Underlying Shares means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered investment companies (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).
Underlying Transfer Agent means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
U.S. Securities System means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a clearing corporation as defined in Section 8-102 of the UCC.
S ECTION 2. E MPLOYMENT OF C USTODIAN .
S ECTION 2.1 G ENERAL . Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver to the Custodian (i) all securities and cash of the Portfolios, (ii) all other assets of each Portfolio that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodians name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat any asset that is not a security as a financial asset.
S ECTION 2.2 S UB - CUSTODIANS . Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Funds foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.
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S ECTION 2.3 R ELATIONSHIP . With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an on book currency, the Custodian is a bank and the Portfolio is the banks customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an on book currency, the Custodian is that banks customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio . The Custodian does not otherwise agree to treat cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
| SECTION | 3. A CTIVITIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY H ELD IN THE U NITED S TATES . |
S ECTION 3.1 H OLDING S ECURITIES . The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodians agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder. The Custodian may at any time or times in its discretion remove the bank or trust company as the Custodians agent.
S ECTION 3.2 R EGISTRATION OF S ECURITIES . Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. 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. However, if a Fund directs the Custodian to maintain securities or other financial assets in street name, the Custodian shall utilize best efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
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S ECTION 3.3 B ANK A CCOUNTS . The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian 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 (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio of a Fund be approved by vote of a majority of the Funds Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
S ECTION 3.4 C OLLECTION OF I NCOME . Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian 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, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodians then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodians applicable rate for time credited.
S ECTION 3.5 D ELIVERY O UT . The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
S ECTION 3.6 D EPOSIT OF F UND A SSETS WITH THE U NDERLYING T RANSFER A GENT . Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodians only responsibilities with respect to the Underlying Shares shall be limited to the following:
| 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares |
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| in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio. |
| 2) | Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodians books and records. |
| 3) | Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodians books and records. |
S ECTION 3.7 P ROXIES . The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets 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 the proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.
S ECTION 3.8 C OMMUNICATIONS . Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.
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S ECTION 4. P ROVISIONS R ELATING TO R ULES 17 F -5 AND 17 F -7 .
S ECTION 4.1. D EFINITIONS . As used in this Agreement, the following terms have the following meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
Covered Foreign Country means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.
Eligible Foreign Custodian has the meaning set forth in Section (a)(1) of Rule 17f-5. Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7. Foreign Assets means, in relation to a Portfolio, any of the Portfolios securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Foreign Securities System means an Eligible Securities Depository listed on Schedule B.
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 4.2. T HE C USTODIAN AS F OREIGN C USTODY M ANAGER .
4.2.1 D ELEGATION . Each 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 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.
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4.2.2 E XERCISE OF C ARE AS F OREIGN C USTODY M ANAGER . The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.
4.2.3 F OREIGN C USTODY A RRANGEMENTS . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.
4.2.4 S COPE OF D ELEGATED R ESPONSIBILITIES : Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) 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 the 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) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund.
4.2.5 R EPORTING R EQUIREMENTS . The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Funds Board an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.
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4.2.6 R EPRESENTATIONS . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) 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 and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.
4.2.7 T ERMINATION BY A P ORTFOLIO OF THE C USTODIAN AS F OREIGN C USTODY M ANAGER . By giving at least 30 days prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.
S ECTION 4.3 M ONITORING OF E LIGIBLE S ECURITIES D EPOSITORIES . The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B 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 Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.
S ECTION 5. A CTIVITIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY H ELD O UTSIDE THE U NITED S TATES .
S ECTION 5.1. H OLDING S ECURITIES . Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodians account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
S ECTION 5.2. R EGISTRATION OF F OREIGN S ECURITIES . Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not 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 Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. The Fund on behalf of the Portfolio agrees to
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hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.
S ECTION 5.3. I NDEMNIFICATION BY E LIGIBLE F OREIGN C USTODIANS . Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodians performance of its obligations. At a Funds election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.
S ECTION 5.4 B ANK A CCOUNTS .
5.4.1 G ENERAL . The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an on book currency will be maintained under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an on book currency.
5.4.2 N ON -U.S. B RANCH AND N ON -U.S. D OLLAR D EPOSITS . In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
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S ECTION 5.5. 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 a Portfolio shall be entitled. If extraordinary measures are required to collect the income or payment, 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. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with the Custodians then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodians applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodians securities lending program shall be credited as received.
S ECTION 5.6. T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .
5.6.1 D ELIVERY O UT . The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.
5.6.2 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 Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios 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 the Foreign Assets from such purchaser or dealer.
5.6.3 S ETTLEMENT P RACTICES . The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.
S ECTION 5.7 S HAREHOLDER OR B ONDHOLDER R IGHTS . The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its
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delegate to provide proxy services for the exercise of shareholder and bondholder rights. 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 a Fund to exercise shareholder and bondholder rights.
S ECTION 5.8. C OMMUNICATIONS . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolios foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof- of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.
| S ECTION 6. | F OREIGN E XCHANGE . |
S ECTION 6.1. G ENERALLY . Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
S ECTION 6.2. F UND E LECTIONS . Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies ( SSGM ), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
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S ECTION 6.3. F UND A CKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
| (i) | shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; |
| (ii) | shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and |
| (iii) | shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time. |
S ECTION 6.4. T RANSACTIONS BY S TATE S TREET . The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
| S ECTION 6A. | C ONTRACTUAL S ETTLEMENT S ERVICES (P URCHASE /S ALES ) . |
S ECTION 6A.1 G ENERAL . The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
S ECTION 6A.2 P ROVISION OF S ERVICES . The services described in Section 6A.1 (the Contractual Settlement Services ) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
S ECTION 6A.3 P URCHASE C ONSIDERATION . The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
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S ECTION 6A.4 S ALES AND R EDEMPTIONS . A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
S ECTION 6A.5. R EVERSALS OF P ROVISIONAL C REDITS OR D EBITS . The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.
| S ECTION 7. | T AX S ERVICES . |
(a) Each Fund will provide documentary evidence of its tax domicile, organisational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, which the Custodian shall be entitled to rely and act upon. In giving such documentation and information, each Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.
(b) Each Fund shall be liable for all taxes (including Taxes) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Client with its obligations under Section 7(a), the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution
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with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Funds deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel.
(c) The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to the preceding sentence and compliance by the Fund with its obligations under Section 7(a), the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of the Fund. Unless otherwise informed by the Fund, the Custodian shall be entitled to apply categorical treatment of the Fund according to its nationality, particulars of its organisation and other relevant details supplied by the Fund.
| S ECTION 8. | P AYMENTS FOR S ALES OR R EDEMPTIONS OF P ORTFOLIO I NTERESTS . |
S ECTION 8.1 P AYMENT FOR P ORTFOLIO I NTERESTS I SSUED . The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Funds transfer agent (the Transfer Agent ) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.
S ECTION 8.2 P AYMENT FOR P ORTFOLIO I NTERESTS R EDEEMED . Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. 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 interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holders Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.
| S ECTION 9. | P ROPER I NSTRUCTIONS . |
S ECTION 9. 1 F ORM AND S ECURITY P ROCEDURES . Proper Instructions may be in writing signed by the authorized individual or individuals 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 individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to
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time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund by reference to the form of Funds Transfer Addendum hereto, the terms of which are part of this Agreement. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Funds failure to do so shall not affect the Custodians authority to rely on the oral instructions.
Section 9.2 R ELIANCE ON O FFICER S C ERTIFICATE . Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officers certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3 U NTIMELY P ROPER I NSTRUCTIONS . If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodians efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.
| S ECTION 10. | 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 Portfolio:
| 1) | Make payments to itself or others for minor expenses of handling securities or other financial assets relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; |
| 2) | Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form; |
| 3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
| 4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. |
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| S ECTION 11. | 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 any organization appointed by the Board of a Portfolio of a Fund to keep the books of account of the Portfolio and compute the net asset value per Portfolio Interest of the outstanding Portfolio Interests or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and compute such net asset value per Portfolio Interest. If and as so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Funds currently effective prospectus ( 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. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of Portfolio Interests held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. If and as so directed, the calculations of the net asset value per Portfolio Interest and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.
| S ECTION 12. | R ECORDS . |
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each 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 Funds 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. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodians personnel as witnesses, the Fund agrees to pay the Custodian for the Custodians time and expenses, as well as the fees and expenses of the Custodians counsel, incurred in responding to such request, order or requirement.
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| S ECTION 13. | F UND S I NDEPENDENT A CCOUNTANTS ; R EPORTS . |
S ECTION 13.1 O PINIONS . The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Funds independent accountants with respect to its activities hereunder in connection with the preparation of the Funds Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
S ECTION 13.2 R EPORTS . Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodians Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.
| S ECTION 14. | C USTODIAN S S TANDARD OF C ARE ; E XCULPATION . |
14.1 S TANDARD OF C ARE . In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence and willful misconduct and shall be held to the exercise of reasonable care.
14.2 R ELIANCE ON P ROPER I NSTRUCTIONS . The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.
14.3 O THER R ELIANCE . The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Fund or any third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodians duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodians appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to the advice.
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14.4 L IABILITY FOR F OREIGN C USTODIANS . The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest.
14.5 I NSOLVENCY AND C OUNTRY R ISK . The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an on book currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.
14.6 F ORCE M AJEURE AND T HIRD P ARTY A CTIONS . The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodians operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodians sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any 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.
14.7 I NDIRECT /S PECIAL /C ONSEQUENTIAL D AMAGES . Notwithstanding any other provision set forth herein, in no event shall either party be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages. The limitations of liability set forth in this Section 14.7 shall apply regardless of the form or type of action in which a claim is brought or under which it is made, whether in contract, tort (including negligence of any kind), warranty, strict liability, indemnity or any other legal or equitable grounds, and shall survive failure of an exclusive remedy.
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14.8 D ELIVERY OF P ROPERTY . The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.
14.9 N O I NVESTMENT A DVICE . The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by an Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.
14.10 C OMMUNICATIONS . The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such foreign securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.
14.11 L OANED S ECURITIES . Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, 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 entitled.
14.12 T RADE C OUNTERPARTIES . A Funds receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Funds sole risk, and the Custodian shall not be obligated to make demands on the Funds behalf if the Funds counterparty defaults. If a Funds counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Funds Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.
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| S ECTION 15. | C OMPENSATION AND I NDEMNIFICATION OF C USTODIAN ; S ECURITY I NTEREST . |
S ECTION . 15.1 C OMPENSATION . The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
S ECTION 15.2 I NDEMNIFICATION . Each Portfolio agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith and without negligence or willful misconduct, including, without limitation, (a) the Custodians compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodians request such further indemnification in an amount and form satisfactory to the Custodian.
S ECTION 15.3 S ECURITY I NTEREST . Each Fund hereby grants to the Custodian, to secure the payment and performance of the Funds obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Portfolio by or through the Custodian. The obligations include, without limitation, the Funds obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, 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 nominees own negligence, as well as the Funds obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolios assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Funds payment or reimbursement obligations, whether contingent or otherwise.
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| S ECTION 16. | E FFECTIVE P ERIOD AND T ERMINATION . |
S ECTION 16.1 T ERM . This Agreement shall remain in full force and effect for an initial term ending five (5) years from the date hereof. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the initial term or any renewal term, as the case may be. A written notice of non- renewal may be given as to a Fund or a Portfolio.
S ECTION 16.2 T ERMINATION . Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other partys material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 120 days written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
S ECTION 16.3 P AYMENTS O WING TO THE C USTODIAN . Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Funds or Portfolios cash and its securities and other financial assets as set forth in Section 17.
S ECTION 16.4 E FFECT OF T ERMINATION . Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.
| S ECTION 17. | S UCCESSOR C USTODIAN . |
S ECTION 17.1 S UCCESSOR A PPOINTED . If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.
S ECTION 17.2 N O S UCCESSOR A PPOINTED . If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.
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S ECTION 17.3 N O S UCCESSOR A PPOINTED AND N O P ROPERTY I NSTRUCTIONS . If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, 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, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.
S ECTION 17.4 R EMAINING P ROPERTY . If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termation shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.
S ECTION 17.5 R ESERVES . Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.
S ECTION 18. 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 hereto.
S ECTION 19. L OAN S ERVICES A DDENDUM . If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
| S ECTION 20. | G ENERAL . |
S ECTION 20.1 G OVERNING L AW . Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any
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conflict of laws rules. Likewise, the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the Commonwealth of Massachusetts.
S ECTION 20.2 [R ESERVED ]
S ECTION 20.3 P RIOR A GREEMENTS ; A MENDMENTS . This Agreement supersedes all prior agreements between each Fund on behalf of each of the Funds Portfolios and the Custodian relating to the custody of the Funds assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
S ECTION 20.4 A SSIGNMENT . This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. However, without the consent any Fund or any Portfolio, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Custodian. Notwithstanding the foregoing, the Custodian may employ, engage, associate or contract with such person or persons, including, without limitation, affiliates and subsidiaries of the Custodian, as the Custodian may deem desirable to assist it in performing certain of its non-custodial obligations under this Agreement without the consent of any Fund; provided, however , that the compensation of such person or persons shall be paid by the Custodian and that the Custodian shall be as fully responsible to the Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions under this Agreement.
S ECTION 20.5 I NTERPRETIVE AND A DDITIONAL P ROVISIONS . In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each 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 all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Funds organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
S ECTION 20.6 A DDITIONAL F UNDS AND P ORTFOLIOS .
20.6.1 A DDITIONAL F UND . If any management investment company in addition to those listed on Appendix A desires he Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
20.6.2 A DDITIONAL P ORTFOLIO . If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to render services as custodian under the terms of this Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.
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S ECTION 20.7 T HE P ARTIES ; R EPRESENTATIONS AND W ARRANTIES . All references in this Agreement to the Fund are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the Portfolio are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains.
20.7.1 F UND R EPRESENTATIONS AND W ARRANTIES . Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Funds ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
20.7.2 C USTODIAN R EPRESENTATIONS AND W ARRANTIES . The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodians ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
S ECTION 20.8 N OTICES . Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, 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: | c/o N UVEEN I NVESTMENTS | |
| 333 West Wacker Drive | ||
| Chicago, Illinois 60606 | ||
| Attention: Stephen Foy | ||
| Telephone: 312-917-7956 | ||
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| To the Custodian: | S TATE S TREET B ANK AND T RUST C OMPANY | |
| One Lincoln Street | ||
| Boston, MA 02111 | ||
| Attention: Louis Abruzzi | ||
| Telephone: 617-662-0300 | ||
with a copy to:
S TATE S TREET B ANK AND T RUST C OMPANY
Legal Division Global Services Americas
One Lincoln Street
Boston, MA 02111
Attention: Senior Vice President and Senior Managing Counsel
S ECTION 20.9 C OUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement . Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.
S ECTION 20.10 S EVERABILITY ; N O W AIVER . If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
S ECTION 20.11 C ONFIDENTIALITY . All information provided under this Agreement by a party (the Disclosing Party) to the other party (the Receiving Party) regarding the Disclosing Partys business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Partys other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or
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regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld .
S ECTION 20.12 U SE OF D ATA .
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its parent company, branches and affiliates ( Affiliates )) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information ( Data ) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Custodians compensation for services under this Agreement or such other agreement, and the Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
S ECTION 20.13 D ATA P RIVACY . The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of
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services hereunder. The term, personal information , as used in this Section, means (a) an individuals name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) drivers license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a persons account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individuals account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
S ECTION 20.14 R EPRODUCTION OF D OCUMENTS . This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. 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 any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
S ECTION 20.15 R EGULATION GG . Each Fund represents and warrants that it does not engage in an Internet gambling business, as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that restricted transactions, as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
S ECTION 20.16 S HAREHOLDER C OMMUNICATIONS E LECTION . SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, 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, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Funds name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule, as applicable, 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 a Funds protection, the Rule, as applicable, prohibits the requesting company from using the Funds 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 Funds name, address, and share positions. |
| NO x | The Custodian is not authorized to release the Funds name, address, and share positions. |
S ECTION 20.17 L IMITATION OF L IABILITY . To the extent that a Funds 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 Funds officers as officers and not individually. The obligations imposed upon the applicable Fund by this Agreement are not binding upon any of such Funds Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.
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S IGNATURE P AGE
IN WITNESS WHEREOF , each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES
SET FORTH ON APPENDIX A HERETO
| By: |
/s/ Stephen D. Foy |
|
| Name: Stephen D. Foy | ||
| Title: Vice President and Fund Controller | ||
STATE STREET BANK AND TRUST COMPANY
| By: |
/s/ Gunjan Kedia |
|
| Name: Gunjan Kedia | ||
| Title: Executive Vice President | ||
APPENDIX A
TO
M ASTER C USTODIAN A GREEMENT
NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Diversified Real Asset Income Fund
Dow 30 SM Enhanced Premium & Income Fund Inc.
Dow 30 SM Premium & Dividend Income Fund Inc.
NASDAQ Premium Income & Growth Fund Inc.
Nuveen All Cap Energy MLP Opportunities Fund
Nuveen AMT-Free Municipal Income Fund
Nuveen AMT-Free Municipal Value Fund
Nuveen Arizona Premium Income Municipal Fund
Nuveen Build America Bond Fund
Nuveen Build America Bond Opportunity Fund Nuveen
California AMT-Free Municipal Income Fund Nuveen
California Dividend Advantage Municipal Fund Nuveen
California Dividend Advantage Municipal Fund 2
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen California Municipal Value Fund 2
Nuveen California Municipal Value Fund, Inc.
Nuveen California Select Tax-Free Income Portfolio
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Core Equity Alpha Fund
Nuveen Credit Strategies Income Fund
Nuveen Diversified Currency Opportunities Fund
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Dividend Advantage Municipal Income Fund
Nuveen Dow 30 Dynamic Overwrite Fund
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 Flexible Investment Income Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Global High Income Fund
Nuveen Global Income Opportunities Fund
Nuveen Global Equity Income Fund f/k/a Nuveen Global Value Opportunities Fund
Nuveen High Income 2020 Target Term Fund
Nuveen Intermediate Duration Municipal Term Fund
Nuveen Intermediate Duration Quality Municipal Term Fund
D-1
Nuveen Investment Quality Municipal Fund, Inc. Nuveen
Maryland Premium Income Municipal Fund Nuveen
Massachusetts Premium Income Municipal Fund Nuveen
Michigan Quality Income Municipal Fund Nuveen
Minnesota Municipal Income Fund
Nuveen Missouri Premium Income Municipal Fund
Nuveen Mortgage Opportunity Term Fund
Nuveen Mortgage Opportunity Term Fund 2
Nuveen Municipal Advantage Fund, Inc.
Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal Income Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc.
Nuveen Multi-Market Income Fund
Nuveen NASDAQ 100 Dynamic Overwrite Fund
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 AMT-Free Municipal Income Fund
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
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 Select Tax-Free Income Portfolio
Nuveen North Carolina Premium Income Municipal Fund
Nuveen Ohio Quality Income Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Pennsylvania Municipal Value Fund
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Preferred and Income Term Fund
Nuveen Preferred Income Opportunities Fund
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Municipal 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 Total Return Strategy Fund
Nuveen Technology Opportunities Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Virginia Premium Income Municipal Fund
NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES
NUVEEN MUNICIPAL TRUST , on behalf of:
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
Nuveen Short Duration High Yield Municipal Bond Fund
Nuveen Strategic Municipal Opportunities Fund
NUVEEN MULTISTATE TRUST I , on behalf of:
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II , on behalf of:
Nuveen California High Yield Municipal Bond Fund
Nuveen California 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
NUVEEN INVESTMENT TRUST , on behalf of:
Nuveen Concentrated Core Fund
Nuveen Core Dividend Fund
Nuveen Equity Market Neutral Fund
Nuveen Global Total Return Bond Fund
Nuveen Large Cap Core Fund
Nuveen Large Cap Core Plus Fund
Nuveen Large Cap Growth Fund
Nuveen Large Cap Value Fund (f/k/a Nuveen Multi-Manager Large-Cap Value Fund)
Nuveen NWQ Global Equity Fund
Nuveen NWQ Global Equity Income Fund (f/k/a Nuveen NWQ Equity Income Fund)
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen U.S. Infrastructure Income Fund
NUVEEN INVESTMENT TRUST II , on behalf of:
Nuveen Equity Long/Short Fund
Nuveen Global Growth Fund
Nuveen Growth Fund
Nuveen International Growth Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Symphony Dynamic Equity Fund
Nuveen Symphony International Equity Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony Low Volatility Equity Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small Cap Core Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Winslow Large-Cap Growth Fund
NUVEEN INVESTMENT TRUST III , on behalf of:
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Dynamic Credit Fund
Nuveen Symphony Floating Rate Income Fund
Nuveen Symphony High Yield Bond Fund
NUVEEN INVESTMENT TRUST V , on behalf of:
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
Nuveen NWQ Flexible Income Fund
Nuveen Preferred Securities Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST , on behalf of
Enhanced Multi-Strategy Income Managed Accounts Portfolio
Municipal Total Return Managed Accounts Portfolio
NUVEEN INVESTMENT FUNDS, INC. , on behalf of
Nuveen Global Infrastructure Fund
Nuveen Real Asset Income Fund
Nuveen International Select Fund
LOAN SERVICES ADDENDUM
TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement (the Custodian Agreement ) by and among each fund (a Fund ) identified on Appendix A thereto or made subject thereto pursuant to Section 20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the Custodian ). As used in this Addendum, the term Fund , in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, Loans ), made or acquired by a Fund on behalf of one or more of its Portfolios.
S ECTION 1. P AYMENT C USTODY . If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,
(a) the Fund will cause the Custodian to be named as the Funds nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
S ECTION 2. M ONITORING . If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, Loan Information ) and in such form and format as the Custodian may reasonably request; and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.
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S ECTION 3. E XCULPATION OF THE C USTODIAN .
(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
(b) Any Service . The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Funds acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodians duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
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| F UNDS T RANSFER A DDENDUM | ||||
| OPERATING GUIDELINES | [STATE STREET LOGO] |
1. OBLIGATION OF THE SENDER : State Street is authorized to promptly debit Clients account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Clients instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.
2. SECURITY PROCEDURE : The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Clients authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.
3. ACCOUNT NUMBERS : State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.
4. REJECTION : State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Streets receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Streets sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT : State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.
6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS : State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE (ACH) CREDIT ENTRIES/PROVISIONAL PAYMENTS : When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS: Confirmation of State Streets execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Streets proprietary information systems, such as, but not limited to Horizon and GlobalQuest ® , account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.
| F UNDS T RANSFER A DDENDUM | ||||
| [STATE STREET LOGO] |
10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.
The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties. For the avoidance of doubt, the Selection Form that is attached hereto may be updated from time to time by the parties without impacting the effectiveness of these Operating Guidelines.
[Logo]
FUNDS TRANSFER AND TRANSACTION ORIGINATION SECURITY SELECTION FORM
Client or Agent Name: (hereafter referred to as the Company)
This Form applies to all funds for which the Company is authorized to give proper instructions as such term is defined in the relevant contract with State Street.
Appendix A: Securities Procedure Selection Form
Additional commercially reasonable security controls may be required by State Street to supplement inherent features of funds transfer delivery methods in order to protect the integrity of each instruction.
1) Please select one or more of the delivery method options indicated below by checking the applicable boxes:
| Security Controls required for the following delivery methods: |
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None. Messages are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.
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¨ SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.
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¨ iPayBenefits is a portal that offers Retirement Plan Sponsors, record keepers, third party administrators, banks and insurance companies a total Benefit Payments processing platform to access to retiree information. There are three components: the PLUS Web retiree benefits management application to add participants, change addresses, and stop and release payments; a Custom Queries tool for creating customized reports; and an open Customer Workspace area for posting of shared documents. Access by authorized users is through a web portal which uses RSA Adaptive Authentication (User ID and Password + security map).
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Security Controls required for the following delivery methods:
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Enabled Encryption. Messages are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.
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¨ Data Communication - Message Queuing or a similarly architected product is a communication method that allows the Company to electronically deliver authorized financial transaction instructions to State Street using a straight through processing message delivery service.
Encryption must be enabled. All information communicated via this method is authorized by the Company.
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| Security Controls required for the following delivery methods: |
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them.
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¨ Connect:Direct is a data transfer product . Secure+ is a product add-on that implements cryptographic features such as mutual authentication, data encryption and cryptographic message integrity checking to send file based transfer and transaction instructions which may include Fed wire and Automated Clearinghouse (ACH). Secure+ is required.
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Security Controls required: Predetermined authorizers.
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| 1 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
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¨ Secure Email Send Secure Feature Available in Outlook with Verification is a communication method that allows clients to electronically deliver financial transaction instructions to State Street using an enforced (encrypted) connection by responding to a secure email received from State Street. The communication method features use of cryptography to effect point-to-point encryption at the desktop.
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Security Controls required: Predetermined authorizers
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¨ Secure Transport (Individual) is a file transfer application based upon the Secure File Transfer Protocol (SFTP) standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet which may include Fed wire and Automated Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols.
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Security Controls required: Predetermined authorizers.
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Security Controls required for the following delivery methods:
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them.
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¨ Secure Transport (Client) is a file transfer application based upon the Secure File Transfer Protocol (SFTP) standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet which may include Fed wire and Automated Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols. Other SFTP solutions that require multi-factor authenticators such as SecurID and digital certificates, and incorporate industry-standard encryption protocols may also be considered.
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Security Controls required: Predetermined authorizers.
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Security Controls required for the following delivery methods:
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them. Multi-factor authentication must be established using one of the following methods: user id, password + token, out of band one-time password, or digital certificate.
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¨ iDeliver/iReports - Document Upload The iDeliver platform (RDS) manages the retrieval, processing, reformatting, and distribution of reports and data. iReports, is a launched application from my.statestreet.com which allows users to view archived reports via the Intranet. The Document Upload is a feature of iReports (a web module of iDeliver) to facilitate users to upload documents (mostly ad-hoc) for distribution using one or more of the supported delivery channels.
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Security Controls required: Predetermined authorizers. Multi-factor authentication must be established.
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¨ Trust Interface Facility A Company disbursement system which provides workflow/approval with complete audit trail using ASG/ Citrix multi-factor authentication. This is the web- based front end used by SEI clients only to instruct two-party wires, check requests, interbank transfers, ACH, and direct movements within SEI.
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Security Controls required: Predetermined authorizers. Multi- factor authentication must be established.
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¨ Global Office (vendor application: front end to Global Plus) Access through dedicated circuit, a multi-currency accounting system that delivers automation and straight thru processing.
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Security Controls required: Predetermined authorizers. Multi -factor authentication must be established.
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¨ State Street Cash Manager and State Street Springboard Cash Manager Global Funds Transfer (GFT) represent State Streets proprietary web-based system that enables clients to originate and electronically transmit authenticated repetitive and non-repetitive Fed wires, CHIPS, internal book transfers, drawdowns, and international payments to State Street. Any activity initiated by the Clients use of either Cash Manager access point shall constitute an Instruction to State Street in accordance with the terms of the Clients Custody Agreement, and such Instructions shall constitute funds transfer instructions originated by the Client and can either be in U.S. dollar or other currencies supported by the system. State Street Cash Manager and State Street Springboard Cash Manager GFT are PC and mobile access points to a web-based system utilizing the Internet employing the use of ID and password security, two factor token authentication and encryption to protect the integrity of transmissions to State Street.
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Security Controls required: Predetermined authorizers.
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| 2 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
| ¨ Instruct is a State Street web-based application designed to provide internet-enabled remote access that allows for the capturing, verification and processing of various instruction types, including securities, cash and foreign exchange transactions. Instruct is designed using industry standard formats to facilitate straight-through processing. Instruct provides a number of security features through user entitlements, industry standard encryption protocols, digital security certificates and multiple tiers of user authentication requirements. |
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Security Controls required: Predetermined authorizers. Multi-factor authentication must be established.
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| Security Controls required for the following delivery methods: |
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them. A Standing Instruction is required; it is recommended that a Repetitive Wire be established for this purpose.
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| ¨ Facsimile The faxing of information between the Company and State Street. |
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Security Controls required: Sophisticated Test Key or Telephone Confirmation (Callback); Predetermined authorizers; Standing Instructions.
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| Security Controls required for the following delivery methods: |
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them. A Standing Instruction is required; it is recommended that a Repetitive Wire be established for this purpose. A Telephone Confirmation (Callback) to an Authorized Verifier is required for Private Edge clients not using Access Security Gateway (ASG).
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| ¨ Expense Manager is available as a launched application through my.statestreet.com, and is an expense processing tool that includes accrual calculation and posting to Multi-Currency Horizon (MCH), payment allocation via intra-fund demand deposit account (DDA) transfers, general ledger entries and budget projections. |
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Security Controls required: Predetermined authorizers. Multi- factor authentication must be established.
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| ¨ Cash Flow Module (eCFM) is a State Street application designed to provide remote access that allows the Company to electronically provide State Street with authorization for the transfer of funds and foreign exchange transactions. eCFM provides a number of security features through user entitlements, an option for dual approval, industry standard encryption protocols and user authentication requirements. |
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Security Controls required: Predetermined authorizers; Standing Instructions; Private Edge Services additionally require Telephone Confirmation (Callback) for clients not using ASG.
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| Security Controls required for the following delivery methods: |
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A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them. A Telephone Confirmation (Callback) to an Authorized Verifier is required.
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| ¨ Email with Enforced Transport Layer Security (TLS) is a communication method that allows the Company to electronically deliver signed financial transaction instructions [Proper Instruction] to State Street using an enforced (encrypted) connection. The communication method features use of enforced network connections which include industry-standard transport layer cryptography to effect point-to-point encryption. State Street Enforced TLS requires third party trust and prohibits the use of self-signed digital certificates. |
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Security Controls required: Predetermined authorizers; Telephone Confirmation (Callback).
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| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
Appendix A: Securities Procedure Selection Form
| 2) | The following Security Controls are required in conjunction with the delivery methods selected above. Please select one or more of the Security Controls indicated below by checking the applicable boxes: |
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¨ Telephone Confirmation (Callback)
Telephone confirmation will be used to verify instructions where indicated in the delivery method option. This procedure requires the Company to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Companys location to authenticate the instruction. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. Telephone confirmation callback is required for delivery method selections that do not use multi-factor authentication. For business continuity purposes, alternate telephone numbers for authorized verifiers are provided for telephonic confirmation in a force majeure event.
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¨ Callback with SecurID®
SecurID® is a state-of-the-art product used to identify and authenticate the identity of an individual. Used in conjunction with telephone callback, it is the preferred authentication method for transactions equal to or greater than USD 10,000,000 or local currency equivalent. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. SecurID® provides a more stringent security procedure for authenticating funds transfer requests, which substantially reduces the possibility of a fraudulent transaction.
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¨ Test Key
A test key is a unique character string that has been exchanged between the parties for the purpose of protecting the integrity of the communication and to identify and authenticate the Company in the ordinary course of business.
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¨ Sophisticated Test Key
Test keys submitted by clients are considered sophisticated when they are a combination of a test key number provided to them by State Street as well as some predefined detail(s) from the actual transaction instruction (currency, amount of shares or cash, settlement date, etc.). If the tested facsimile process involves the use of sophisticated test keys, no other security procedure is required.
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¨ Standing Instructions
Standing or Procedural Instructions may be used. For example: where funds are transferred to a broker on the Companys established list of brokers with which it engages in transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Company a list of the brokers that State Street has determined are used by the Company. The Company will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds USD 10,000,000 or local currency equivalent , the execution of the Standing Instruction will be confirmed by telephone (person different than original initiator) prior to execution.
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¨ Repetitive Wires
For situations where funds are transferred periodically from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds US $10,000,000 or local currency equivalent, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed periodically.
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¨ Individual Instruction
Telephone confirmation is used to establish this process. An individual instruction is a non-recurring request. If the payment order exceeds US $10,000,000 or local currency equivalent , the instruction will be confirmed by telephone (person different than the original initiator) prior to execution.
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¨ Secure Email Confirmation
Confirmation via secure email that instructions were received and executed.
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¨ Predetermined Authorizers
A predetermined authorized signature list or a Funds Transfer Initiators and Authorized Verifiers List which outlines who can send instructions and who can approve them.
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¨ Blue Sky Standing Instructions via Limited Power of Attorney
State Street employees holding the titles of Officer, Blue Sky Manager or Senior Blue Sky Administrator (State Streets Blue Sky Personnel) shall have the authority to act on behalf of a clients mutual funds to transmit filing fees electronically so long as the client has executed and delivered (and has not revoked) a limited power of attorney to State Street granting said power.
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| 4 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
Selection of Security Control(s) and Authorization of Company
State Street is hereby instructed to accept funds transfer instructions only via the delivery methods using the Security Controls indicated. The selected delivery methods and security controls(s) will be effective on (insert date) for payment orders initiated on behalf of the Undersigned. State Street will rely upon each communication received as if the instruction has been authenticated by the Company.
Contingency Security Authorization
In the case of a force majeure event during which the delivery method(s) selected are not available, an alternate business continuity phone number for authorized verifiers is strongly recommended. State Street will use commercially reasonable best efforts to reach the authorized verifiers during such an event. If alternate telephone numbers are not provided for Telephone Confirmation, the verifiers signature will be required in addition to an approved and documented method of client contact.
In the event that the delivery method(s) you have selected are unavailable for any reason outside of our control, or should State Street be unable to reach the alternate phone numbers provided for Contingency Security Authorization, State Street will use commercially reasonable best efforts to implement a further contingency procedure to receive in and process your payment orders. However, despite such efforts, your payment orders may not be processed on value date and State Street will not be liable for any loss in such event.
| Signed on behalf of Client or Agent: | ||||||
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Name |
Title |
Authorized Signature |
Date |
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Name |
Title |
Authorized Signature |
Date |
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| Client or Agent Name : ( hereafter referred to as the Company) | ||||||
This agreement applies to all funds for which the Company is authorized to give proper instructions as such term is defined in the relevant contract with State Street.
Appendix B: Funds Transfer Initiators and Verifiers List
¨ Hereby enclosed an Authorized Signature List - a listing of our staff members authorized to Initiate or Verify payment orders to State Street and to set up repetitive wires.
(In case of segregation on the type or limitations on the size of the transactions, please provide us with a decision matrix table or an equivalent document).
¨ We do not publish an Authorized Signature List. The authorized Initiator(s) and Verifier(s) are as follows:
Authorized Initiator(s): (Please Type or Print)
Please provide a listing of Initiators. An Initiator is a person whose signature the original instruction bears.
| 1) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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Primary Phone Number |
Alternate Phone Number |
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************************************************************************************************************
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2) Name, Title
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Specimen Signature
|
Amount Limit (If Any)
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| 5 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| 3) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| 4) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
Appendix B: Funds Transfer Initiators and Verifiers List (continued)
Authorized Verifier(s): (Please Type or Print)
Please provide a listing of Verifier(s). A Verifier is a person whom State Street may call back for telephone confirmation of the original instruction.
| 1) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| 2) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| 3) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| 6 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
| 4) Name, Title | Specimen Signature | Amount Limit (If Any) | ||
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| Primary Phone Number | Alternate Phone Number | |||
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***********************************************************************************************************
| Company Name: | ||||||
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Name |
Title |
Authorized Signature |
Date |
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Name |
Title |
Authorized Signature |
Date |
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| 7 | ||||
| STATE STREET CORPORATION REV. 01/13 | Limited Access | |||
[LOGO]
Remote Access Services
Addendum
ADDENDUM to that certain Custodian Agreement between the Fund (the Customer) and State Street Bank and Trust Company, including its subsidiaries and affiliates (State Street).
State Street has developed and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its customers (the Remote Access Services).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (Authorized Designees) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time (each, a System) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and
through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the Proprietary Information). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Streets databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Streets customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance, copy or otherwise create derivative works based upon the System; nor will the Customer or Customers Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided AS IS without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such partys control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
-2-
Infringement
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Streets opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Streets sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customers use of any third-party System is contingent upon its compliance with any terms and conditions of use of such System imposed by such third party and State Streets continued access to, and use of, such third-party System. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
-3-
Global Services
[STATE STREET LOGO]
Global Custody Network Schedule A
M ARCH 31, 2015
|
MARKET |
SUBCUSTODIAN |
ADDRESS |
||
| Albania | Raiffeisen Bank sh.a. | Blv. Bajram Curri ETC Kati 14 | ||
| Tirana, Albania | ||||
| Australia | Citigroup Pty. Limited | 120 Collins St. | ||
| Melbourne, VIC 3000 , Australia | ||||
|
The Hongkong and Shanghai Banking |
HSBC Custody and Clearing |
|||
| Corporation Limited | Level 13, 580 George St. | |||
| Sydney, NSW 2000 , Australia | ||||
| Austria | Deutsche Bank AG | Fleischmarkt 1 | ||
| A-1010 Vienna, Austria | ||||
|
UniCredit Bank Austria AG |
Custody Department / Dept. 8398-TZ |
|||
| Julius Tandler Platz 3 | ||||
| A-1090 Vienna, Austria | ||||
| Bahrain | HSBC Bank Middle East Limited | 1 st Floor, Bldg. #2505 | ||
| (as delegate of The Hongkong and Shanghai | Road # 2832, Al Seef 428 | |||
| Banking Corporation Limited) | Kingdom of Bahrain | |||
| Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 | ||
| 52 South Gulshan Commercial Area | ||||
| Gulshan 1, Dhaka 1212 , Bangladesh | ||||
| Belgium | Deutsche Bank AG, Netherlands (operating | De Entrees 99-197 | ||
| through its Amsterdam branch with support | 1101 HE Amsterdam, Netherlands | |||
| from its Brussels branch) | ||||
| Benin | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Bermuda | HSBC Bank Bermuda Limited | 6 Front Street | ||
| Hamilton, HM06 , Bermuda | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 1 |
| Federation of Bosnia and Herzegovina | UniCredit Bank d.d. | Zelenih beretki 24 | ||
| 71 000 Sarajevo | ||||
| Federation of Bosnia and Herzegovina | ||||
| Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House | ||
| Queens Road | ||||
| The Mall | ||||
| Gaborone, Botswana | ||||
| Brazil | Citibank, N.A. | AV Paulista 1111 | ||
| São Paulo, SP 01311-920 Brazil | ||||
| Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor | ||
| 48 Sitnyakovo Blvd. | ||||
| 1505 Sofia, Bulgaria | ||||
|
UniCredit Bulbank AD |
7 Sveta Nedelya Square |
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| 1000 Sofia, Bulgaria | ||||
| Burkina Faso | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Canada | State Street Trust Company Canada | 30 Adelaide Street East, Suite 800 | ||
| Toronto, ON Canada M5C 3G6 | ||||
| Chile | Banco Itaú Chile S.A. | Enrique Foster Sur 20, Piso 5 | ||
| Las Condes, Santiago de Chile | ||||
| Peoples Republic of China | HSBC Bank (China) Company Limited | 33 rd Floor, HSBC Building, Shanghai IFC | ||
| (as delegate of The Hongkong and Shanghai | 8 Century Avenue | |||
| Banking Corporation Limited) | Pudong, Shanghai, China ( 200120 ) | |||
|
China Construction Bank Corporation |
No.1 Naoshikou Street |
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| (for A-share market only) | Chang An Xing Rong Plaza | |||
| Beijing 100032-33 , China | ||||
|
Citibank N.A. |
39th Floor Citibank Tower |
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| (for Shanghai Hong Kong Stock Connect | Citibank Plaza, | |||
| market only) | 3 Garden Road | |||
| Central, Hong Kong | ||||
|
The Hongkong and Shanghai Banking |
Level 30, |
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| Corporation Limited | HSBC Main Building | |||
| (for Shanghai Hong Kong Stock Connect | 1 Queens Road | |||
| market only) | Central, Hong Kong | |||
|
Standard Chartered Bank (Hong Kong) Limited (for Shanghai Hong Kong Stock Connect market) |
15 th Floor Standard Chartered Tower 388 Kwun Tong Road Kwun Tong, Hong Kong |
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| Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A, No. 99-02 | ||
| Bogotá DC, Colombia | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 2 |
| Costa Rica | Banco BCT S.A. | 160 Calle Central | ||
| Edificio BCT | ||||
| San José, Costa Rica | ||||
| Croatia | Privredna Banka Zagreb d.d. | Custody Department | ||
| Radnička cesta 50 | ||||
| 10000 Zagreb, Croatia | ||||
|
Zagrebacka Banka d.d. |
Savska 60 |
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| 10000 Zagreb, Croatia | ||||
| Cyprus | BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) | 94 V. Sofias Avenue & 1 Kerasountos Str. | ||
| 115 28 Athens, Greece | ||||
| Czech Republic | Československá obchodní banka, a.s. | Radlická 333/150 | ||
| 150 57 Prague 5, Czech Republic | ||||
|
UniCredit Bank Czech Republic and Slovakia, a.s. |
BB Centrum FILADELFIE eletavská 1525/1 |
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| 140 92 Praha 4 - Michle, Czech Republic | ||||
| Denmark | Nordea Bank AB (publ), Sweden (operating | Strandgade 3 | ||
| through its subsidiary, Nordea Bank Danmark A/S) | 0900 Copenhagen C, Denmark | |||
|
Skandinaviska Enskilda Banken AB (publ), |
Bernstorffsgade 50 |
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| Sweden (operating through its Copenhagen branch) | 1577 Copenhagen, Denmark | |||
| Ecuador | Banco de la Producción S.A. PRODUBANCO | Av. Amazonas N35-211 y Japon | ||
| Quito, Ecuador | ||||
| Egypt | HSBC Bank Egypt S.A.E. | 6 th Floor | ||
| (as delegate of The Hongkong and Shanghai | 306 Corniche El Nil | |||
| Banking Corporation Limited) | Maadi | |||
| Cairo, Egypt | ||||
| Estonia | AS SEB Pank | Tornimäe 2 | ||
| 15010 Tallinn, Estonia | ||||
| Finland | Nordea Bank AB (publ), Sweden (operating | Satamaradankatu 5 | ||
| through its subsidiary, Nordea Bank Finland Plc.) | 00500 Helsinki, Finland | |||
|
Skandinaviska Enskilda Banken AB (publ), |
Securities Services |
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| Sweden (operating through its Helsinki branch) |
Box 630 SF-00101 Helsinki, Finland |
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| France | Deutsche Bank AG, Netherlands (operating | De Entrees 99-197 | ||
| through its Amsterdam branch with support from its Paris branch) | 1101 HE Amsterdam, Netherlands | |||
| Republic of Georgia | JSC Bank of Georgia | 29a Gagarini Str. | ||
| Tbilisi 0160 , Georgia | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 3 |
| Germany | Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24 | ||
| D-65760 Eschborn, Germany | ||||
| Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 | ||
| 1st Floor | ||||
| High Street Building | ||||
| Accra, Ghana | ||||
| Greece | BNP Paribas Securities Services, S.C.A. | 94 V. Sofias Avenue & 1 Kerasountos Str. | ||
| 115 28 Athens, Greece | ||||
| Guinea-Bissau | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Hong Kong | Standard Chartered Bank (Hong Kong) | 15 th Floor Standard Chartered Tower | ||
| Limited | 388 Kwun Tong Road | |||
| Kwun Tong, Hong Kong | ||||
| Hungary | Citibank Europe plc Magyarországi Fióktelepe | 7 Szabadság tér, Bank Center | ||
| Budapest, H-1051 Hungary | ||||
|
UniCredit Bank Hungary Zrt. |
6th Floor |
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| Szabadság tér 5-6 | ||||
| H-1054 Budapest, Hungary | ||||
| Iceland | Landsbankinn hf. | Austurstræti 11 | ||
| 155 Reykjavik, Iceland | ||||
| India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge | ||
| Park | ||||
| Off Western Express Highway | ||||
| Goregaon (E) | ||||
| Mumbai 400 063 , India | ||||
|
The Hongkong and Shanghai Banking |
11F, Building 3, NESCO - IT Park, |
|||
| Corporation Limited | NESCO Complex, | |||
| Western Express Highway | ||||
| Goregaon (East), | ||||
| Mumbai 400 063 , India | ||||
| Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4 th floor | ||
| Jl. Imam Bonjol, No. 80 | ||||
| Jakarta 10310 , Indonesia | ||||
| Ireland | State Street Bank and Trust Company, United | 525 Ferry Road | ||
| Kingdom branch | Edinburgh EH5 2AW , Scotland | |||
| Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard | ||
| Tel Aviv, Israel 61000 | ||||
| Italy |
Deutsche Bank S.p.A. |
Investor Services |
||
| Via Turati 27 3rd Floor | ||||
| 20121 Milan, Italy | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 4 |
| Ivory Coast | Standard Chartered Bank Côte dIvoire S.A. | 23, Bld de la République | ||
| 17 BP 1141 Abidjan 17 Côte dIvoire | ||||
| Japan | Mizuho Bank, Limited | 4-16-13, Tsukishima, Chou-ku | ||
| Tokyo 104-0052 , Japan | ||||
|
The Hongkong and Shanghai Banking |
HSBC Building |
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| Corporation Limited | 11-1 Nihonbashi 3-chome, Chuo-ku | |||
| Tokyo 1030027 , Japan | ||||
| Jordan | Standard Chartered Bank | Shmeissani Branch | ||
| Al-Thaqafa Street, Building # 2 | ||||
| P.O. Box 926190 | ||||
| Amman 11110 , Jordan | ||||
| Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, | ||
| 41 Kazibek Bi street, | ||||
| Almaty 050010 , Kazakhstan | ||||
| Kenya | Standard Chartered Bank Kenya Limited | Custody Services | ||
| Standard Chartered @ Chiromo, Level 5 | ||||
| 48 Westlands Road | ||||
| P.O. Box 40984 00100 GPO | ||||
| Nairobi, Kenya | ||||
| Republic of Korea | Deutsche Bank AG | 18th Fl., Young-Poong Building | ||
| 33 Seorin-dong | ||||
| Chongro-ku, Seoul 110-752 , Korea | ||||
|
The Hongkong and Shanghai Banking |
HSBC Building #25 |
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| Corporation Limited | 1-Ka Bongrae-Dong | |||
| Chung-ku, Seoul 100-161 , Korea | ||||
| Kuwait | HSBC Bank Middle East Limited | Kuwait City, Qibla Area | ||
| (as delegate of The Hongkong and Shanghai | Hamad Al-Saqr Street | |||
| Banking Corporation Limited) | Kharafi Tower, G/1/2 Floors | |||
| P. O. Box 1683, Safat 13017 , Kuwait | ||||
| Latvia | AS SEB banka | Unicentrs, Valdlauči | ||
| LV-1076 Kekavas pag., Rigas raj., Latvia | ||||
| Lebanon | HSBC Bank Middle East Limited | St. Georges Street, Minet El-Hosn | ||
| (as delegate of The Hongkong and Shanghai | Beirut 1107 2080 , Lebanon | |||
| Banking Corporation Limited) | ||||
| Lithuania | AB SEB bankas | Gedimino av. 12 | ||
| LT 2600 Vilnius, Lithuania | ||||
| Malawi | Standard Bank Limited | Kaomba Centre | ||
| Cnr. Victoria Avenue & Sir Glyn Jones | ||||
| Road | ||||
| Blantyre, Malawi | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 5 |
| Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services | ||
| Level 20, Menara IMC | ||||
| 8 Jalan Sultan Ismail | ||||
| 50250 Kuala Lumpur, Malaysia | ||||
|
Standard Chartered Bank Malaysia Berhad |
Menara Standard Chartered |
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| 30 Jalan Sultan Ismail | ||||
| 50250 Kuala Lumpur, Malaysia | ||||
| Mali | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Mauritius | The Hongkong and Shanghai Banking | 5th Floor, HSBC Centre | ||
| Corporation Limited | 18 Cybercity | |||
| Ebene, Mauritius | ||||
| Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte | ||
| Act. Roberto Medellín No. 800 | ||||
| Col. Santa Fe | ||||
| Mexico, DF 01219 | ||||
| Morocco | Citibank Maghreb | Zénith Millénium Immeuble1 | ||
| Sidi Maârouf B.P. 40 | ||||
| Casablanca 20190 , Morocco | ||||
| Namibia | Standard Bank Namibia Limited | Standard Bank Center | ||
| Cnr. Werner List St. and Post St. Mall | ||||
| 2nd Floor | ||||
| Windhoek, Namibia | ||||
| Netherlands | Deutsche Bank AG | De Entrees 99-197 | ||
| 1101 HE Amsterdam, Netherlands | ||||
| New Zealand | The Hongkong and Shanghai Banking | HSBC House | ||
| Corporation Limited | Level 7, 1 Queen St. | |||
| Auckland 1010 , New Zealand | ||||
| Niger | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 | ||
| Idejo St | ||||
| Victoria Island, | ||||
| Lagos 101007 , Nigeria | ||||
| Norway | Nordea Bank AB (publ), Sweden (operating | Essendropsgate 7 | ||
| through its subsidiary, Nordea Bank Norge ASA) | 0368 Oslo, Norway | |||
| Skandinaviska Enskilda Banken AB (publ), | P.O. Box 1843 Vika | |||
| Sweden (operating through its Oslo branch) | Filipstad Brygge 1 | |||
| N-0123 Oslo, Norway | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 6 |
| Oman | HSBC Bank Oman S.A.O.G. | 2 nd Floor Al Khuwair | ||
| (as delegate of The Hongkong and Shanghai | PO Box 1727 PC 111 | |||
| Banking Corporation Limited) | Seeb, Oman | |||
| Pakistan | Deutsche Bank AG | Unicentre Unitowers | ||
| I.I. Chundrigar Road | ||||
| P.O. Box 4925 | ||||
| Karachi - 74000 , Pakistan | ||||
| Palestine | HSBC Bank Middle East Limited | Jaffa Street, Ramallah | ||
| (as delegate of The Hongkong and Shanghai | West Bank 2119 , Palestine | |||
| Banking Corporation Limited) | ||||
| Panama | Citibank, N.A. | Boulevard Punta Pacifica | ||
| Torre de las Americas | ||||
| Apartado | ||||
| Panama City, Panama 0834-00555 | ||||
| Peru | Citibank del Perú, S.A. | Canaval y Moreyra 480 | ||
| 3 rd Floor, San Isidro | ||||
| Lima 27 , Perú | ||||
| Philippines | Deutsche Bank AG | Global Transaction Banking | ||
| Tower One, Ayala Triangle | ||||
| 1226 Makati City, Philippines | ||||
| Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 | ||
| 00-293 Warsaw, Poland | ||||
|
Bank Polska Kasa Opieki S.A |
31 Zwirki I Wigury Street |
|||
| 02-091 , Warsaw, Poland | ||||
| Portugal | BNP Paribas Securities Services, S.C.A., Paris | 3 Rue DAntin | ||
| (operating through its Paris branch with | Paris, France Lt 1.19.01 | |||
| support from its Lisbon branch) | ||||
|
Deutsche Bank AG, Netherlands (operating |
De Entrees 99-197 |
|||
| through its Amsterdam branch with support | 1101 HE Amsterdam, Netherlands | |||
| from its Lisbon branch) | ||||
| Puerto Rico | Citibank N.A. | 1 Citibank Drive, Lomas Verdes Avenue | ||
| San Juan, Puerto Rico 00926 | ||||
| Qatar | HSBC Bank Middle East Limited | 2 Fl Ali Bin Ali Tower | ||
| (as delegate of The Hongkong and Shanghai | Building no.: 150 | |||
| Banking Corporation Limited) | Airport Road | |||
| Doha, Qatar | ||||
| Romania | Citibank Europe plc, Dublin Romania Branch | 8, Iancu de Hunedoara Boulevard | ||
| 712042 , Bucharest Sector 1, Romania | ||||
| Russia | Limited Liability Company Deutsche Bank | 82, Sadovnicheskaya Street | ||
| Building 2 | ||||
| 115035 Moscow, Russia | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 7 |
| Saudi Arabia | HSBC Saudi Arabia Limited | HSBC Head Office | ||
| (as delegate of The Hongkong and Shanghai | 7267 Olaya - Al Murooj | |||
| Banking Corporation Limited) | Riyadh 12283-2255 Kingdom of Saudi | |||
| Arabia | ||||
| Senegal | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Serbia | UniCredit Bank Serbia JSC | Omladinskih Brigada 88, Airport City | ||
| 11000 Belgrade, Serbia | ||||
| Singapore | Citibank N.A. | 3 Changi Business Park Crescent | ||
| #07-00, Singapore 486026 | ||||
|
United Overseas Bank Limited |
156 Cecil Street |
|||
| FEB Building #08-03 | ||||
| Singapore 069544 | ||||
| Slovak Republic | UniCredit Bank Czech Republic and Slovakia, | Ŝancová 1/A | ||
| a.s. | 813 33 Bratislava, Slovak Republic | |||
| Slovenia | UniCredit Banka Slovenija d.d. | martinska 140 | ||
| SI-1000 Ljubljana, Slovenia | ||||
| South Africa | FirstRand Bank Limited | Mezzanine Floor | ||
| 3 First Place Bank City | ||||
| Corner Simmonds & Jeppe Sts. | ||||
| Johannesburg 2001 | ||||
| Republic of South Africa | ||||
|
Standard Bank of South Africa Limited |
3 rd Floor, 25 Sauer St. |
|||
| Johannesburg 2000 | ||||
| Republic of South Africa | ||||
| Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino 14-16, | ||
| Planta 1 | ||||
| 28020 Madrid, Spain | ||||
| Sri Lanka | The Hongkong and Shanghai Banking | 24, Sir Baron Jayatilake Mawatha | ||
| Corporation Limited | Colombo 01 , Sri Lanka | |||
| Republic of Srpska | UniCredit Bank d.d. | Zelenih beretki 24 | ||
| 71 000 Sarajevo | ||||
| Federation of Bosnia and Herzegovina | ||||
| Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza | ||
| Mbabane, Swaziland H101 | ||||
| Sweden |
Nordea Bank AB (publ) |
Smålandsgatan 17 |
||
| 105 71 Stockholm, Sweden | ||||
|
Skandinaviska Enskilda Banken AB (publ) |
Sergels Torg 2 |
|||
| SE-106 40 Stockholm, Sweden | ||||
| Switzerland | Credit Suisse AG | Uetlibergstrasse 231 | ||
| 8070 Zurich, Switzerland | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 8 |
| UBS AG | Badenerstrasse 574 | |||
| 8098 Zurich, Switzerland | ||||
| Taiwan - R.O.C. |
Deutsche Bank AG |
296 Ren-Ai Road |
||
| Taipei 106 Taiwan, Republic of China | ||||
|
Standard Chartered Bank (Taiwan) Limited |
168 Tun Hwa North Road |
|||
| Taipei 105 , Taiwan, Republic of China | ||||
| Tanzania |
Standard Chartered Bank (Tanzania) Limited |
1 Floor, International House |
||
| Corner Shaaban Robert St and Garden | ||||
| Ave | ||||
| PO Box 9011 | ||||
| Dar es Salaam, Tanzania | ||||
| Thailand | Standard Chartered Bank (Thai) Public | Sathorn Nakorn Tower | ||
| Company Limited | 14 th Floor, Zone B | |||
| 90 North Sathorn Road | ||||
| Silom, Bangkok 10500 , Thailand | ||||
| Togo | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République | ||
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |||
| Trinidad & Tobago | Republic Bank Limited | 9-17 Park Street | ||
| Port of Spain | ||||
| Republic of Trinidad & Tobago, West | ||||
| Indies | ||||
| Tunisia | Banque Internationale Arabe de Tunisie | Direction des Marches de Capitaux | ||
| 1080 Tunis Cedex, Tunisia | ||||
| Turkey | Citibank, A.Ş. | Tekfen Tower | ||
| Eski Buyukdere Caddesi 209 | ||||
| Kat 3 | ||||
| Levent 34394 Istanbul, Turkey | ||||
|
Deutsche Bank A.Ş. |
Eski Buyukdere Caddesi |
|||
| Tekfen Tower No. 209 | ||||
| Kat: 17 4 | ||||
| Levent 34394 Istanbul, Turkey | ||||
| Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road | ||
| P.O. Box 7111 | ||||
| Kampala, Uganda | ||||
| Ukraine | PJSC Citibank | 16-g Dymytrova St. | ||
| Kyiv 03150 , Ukraine | ||||
| United Arab Emirates Dubai Financial Market | HSBC Bank Middle East Limited | HSBC Securities Services | ||
| (as delegate of The Hongkong and Shanghai | Emaar Square | |||
| Banking Corporation Limited) | Level 3, Building No. 5 | |||
| P O Box 502601 | ||||
| Dubai, United Arab Emirates | ||||
| LIMITED ACCESS | STATE STREET CORPORATION 9 |
| United Arab Emirates Dubai International Financial Center | HSBC Bank Middle East Limited | HSBC Securities Services | ||
| (as delegate of The Hongkong and Shanghai | Emaar Square | |||
| Banking Corporation Limited) | Level 3, Building No. 5 | |||
| P O Box 502601 | ||||
| Dubai, United Arab Emirates | ||||
| United Arab Emirates Abu Dhabi | HSBC Bank Middle East Limited | HSBC Securities Services | ||
| (as delegate of The Hongkong and Shanghai | Emaar Square | |||
| Banking Corporation Limited) | Level 3, Building No. 5 | |||
| P O Box 502601 | ||||
| Dubai, United Arab Emirates | ||||
| United Kingdom | State Street Bank and Trust Company, United Kingdom branch |
525 Ferry Road Edinburgh EH5 2AW , Scotland |
||
| Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 | ||
| 11000 Montevideo, Uruguay | ||||
| Venezuela | Citibank, N.A. | Centro Comercial El Recreo | ||
| Torre Norte, Piso 19 | ||||
| Avenida Casanova | ||||
| Caracas, Venezuela 1050 | ||||
| Vietnam | HSBC Bank (Vietnam) Limited | Centre Point | ||
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
106 Nguyen Van Troi Street Phu Nhuan District |
|||
| Ho Chi Minh City, Vietnam | ||||
| Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House | ||
| Cairo Road | ||||
| P.O. Box 32238 | ||||
| 10101 , Lusaka, Zambia | ||||
| Zimbabwe | Stanbic Bank Zimbabwe Limited | 3rd Floor | ||
| (as delegate of Standard Bank of South Africa Limited) |
Stanbic Centre 59 Samora Machel Avenue |
|||
| Harare, Zimbabwe | ||||
| Argentina | Citibank, N.A.* | Bartolome Mitre 530 | ||
| 1036 Buenos Aires, Argentina | ||||
| * | Effective April 2, 2015, State Street suspended acceptance of Foreign Custody Manager responsibilities as delegated under U.S. SEC Rule 17f-5 for this market. |
| LIMITED ACCESS | STATE STREET CORPORATION 10 |
Global Services
[STATE STREET LOGO]
Depositories Operating in Network Markets Schedule B
M ARCH 31, 2015
|
MARKET |
DEPOSITORY |
TYPES OF SECURITIES |
||
| Albania | Bank of Albania | Government debt | ||
| Australia | Austraclear Limited | Government securities, corporate bonds, and corporate money market instruments | ||
| Austria | Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) | All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities) | ||
| Bahrain | Clearing, Settlement, Depository and Registry System of the Bahrain Bourse | Equities | ||
| Bangladesh | Bangladesh Bank | Government securities | ||
| Central Depository Bangladesh Limited | Equities and corporate bonds | |||
| Belgium | Euroclear Belgium | Equities and most corporate bonds | ||
| National Bank of Belgium | Government securities, corporate bonds, and money market instruments | |||
| Benin | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Bermuda | Bermuda Securities Depository | Equities, corporate bonds | ||
| Federation of Bosnia and Herzegovina | Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d. | Equities, corporate bonds, government securities, money market instruments | ||
| Botswana | Bank of Botswana | Government debt | ||
|
Central Securities Depository Company of Botswana Ltd. |
Equities and corporate bonds |
|||
| LIMITED ACCESS | STATE STREET CORPORATION 1 |
| Brazil | Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) | Corporate debt and money market instruments | ||
|
Companhia Brasileira de Liquidação e Custódia (CBLC) |
All equities listed on BM&F BOVESPA S.A. and SOMA, and non-financial corporate bonds traded at BM&F BOVESPA S.A. |
|||
|
Sistema Especial de Liquidação e de Custódia (SELIC) |
Government debt issued by the central bank and the National Treasury |
|||
| Bulgaria | Bulgarian National Bank | Government securities | ||
|
Central Depository AD |
Eligible equities and corporate bonds |
|||
| Burkina Faso | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Canada | The Canadian Depository for Securities Limited | All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset-backed securities | ||
| Chile | Depósito Central de Valores S.A. | Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments | ||
| Peoples Republic of China | China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches | A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants | ||
|
China Central Depository and Clearing Co., Ltd. |
Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds |
|||
| Colombia | Depósito Central de Valores | Securities issued by the central bank and the Republic of Colombia | ||
|
Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) |
Equities, corporate bonds, money market instruments |
|||
| Costa Rica | Central de Valores S.A. | Securities traded on Bolsa Nacional de Valores | ||
| Croatia | Sredinje klirinko depozitarno drutvo d.d. | Eligible equities, corporate bonds, government securities, and corporate money market instruments | ||
| Cyprus | Central Depository and Central Registry | Equities, corporate bonds, dematerialized government securities, corporate money market instruments | ||
| LIMITED ACCESS | STATE STREET CORPORATION 2 |
| Czech Republic | Centrální depozitář cenných papírů, a.s. | All dematerialized equities, corporate debt, and government debt, excluding Treasury bills | ||
|
Czech National Bank |
Treasury bills |
|||
| Denmark | VP Securities A/S | Equities, government securities, corporate bonds, corporate money market instruments, warrants | ||
| Egypt | Central Bank of Egypt | Treasury bills | ||
|
Misr for Central Clearing, Depository and Registry S.A.E. |
Eligible equities, corporate bonds, and Treasury bonds |
|||
| Estonia | AS Eesti Väärtpaberikeskus | All registered equity and debt securities | ||
| Finland | Euroclear Finland | Equities, corporate bonds, government securities, money market instruments | ||
| France | Euroclear France | Government securities, equities, bonds, and money market instruments | ||
| Republic of Georgia | Georgian Central Securities Depository | Equities, corporate bonds, and money market instruments | ||
|
National Bank of Georgia |
Government securities |
|||
| Germany | Clearstream Banking AG, Frankfurt | Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates | ||
| Ghana |
Central Securities Depository (Ghana) Limited |
Government securities and Bank of Ghana securities; equities and corporate bonds | ||
| Greece | Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form | Government debt | ||
|
Hellenic Central Securities Depository |
Eligible listed equities, government debt, and corporate bonds |
|||
| Guinea-Bissau | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Hong Kong | Central Moneymarkets Unit | Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments | ||
|
Hong Kong Securities Clearing Company Limited |
Securities listed or traded on the Stock Exchange of Hong Kong Limited |
|||
| Hungary | KELER Központi Értéktár | Government securities, equities, corporate bonds, and investment fund notes | ||
| LIMITED ACCESS | STATE STREET CORPORATION 3 |
| Iceland | Icelandic Securities Depository Limited | Government securities, equities, corporate bonds, and money market instruments | ||
| India | Central Depository Services (India) Limited | Eligible equities, debt securities, and money market instruments | ||
|
National Securities Depository Limited |
Eligible equities, debt securities, and money market instruments |
|||
|
Reserve Bank of India |
Government securities |
|||
| Indonesia | Bank Indonesia | Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills) | ||
|
PT Kustodian Sentral Efek Indonesia |
Equities, corporate bonds, and money market instruments |
|||
| Ireland | Euroclear UK & Ireland Limited* | GBP- and EUR-denominated money market instruments | ||
|
Euroclear Bank S.A./N.V. |
Government securities |
|||
| Israel | Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) | Government securities, equities, corporate bonds and trust fund units | ||
| Italy | Monte Titoli S.p.A. | Equities, corporate debt, government debt, money market instruments, and warrants | ||
| Ivory Coast | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Japan | Bank of Japan Financial Network System | Government securities | ||
|
Japan Securities Depository Center (JASDEC) Incorporated |
Equities, corporate bonds, and corporate money market instruments |
|||
| Jordan | Central Bank of Jordan | Treasury bills, government bonds, development bonds, and public entity bonds | ||
|
Securities Depository Center |
Equities and corporate bonds |
|||
| Kazakhstan | Central Securities Depository | Government securities, equities, corporate bonds, and money market instruments | ||
| Kenya | Central Bank of Kenya | Treasury bills and Treasury bonds | ||
|
Central Depository and Settlement Corporation Limited |
Equities and corporate debt |
|||
| Republic of Korea | Korea Securities Depository | Equities, government securities, corporate bonds and money market instruments | ||
| LIMITED ACCESS | STATE STREET CORPORATION 4 |
| Kuwait | Kuwait Clearing Company | Money market instruments, equities, and corporate bonds | ||
| Latvia | Latvian Central Depository | Equities, government securities, corporate bonds, and money market instruments | ||
| Lebanon | Banque du Liban | Government securities and certificates of deposit issued by the central bank | ||
|
Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L. |
Equities, corporate bonds and money market instruments |
|||
| Lithuania |
Central Securities Depository of Lithuania |
All securities available for public trading |
||
| Malaysia | Bank Negara Malaysia | Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments | ||
|
Bursa Malaysia Depository Sdn. Bhd. |
Securities listed on Bursa Malaysia Securities Berhad |
|||
| Malawi | Reserve Bank of Malawi | Reserve Bank of Malawi bills and Treasury bills | ||
| Mali | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Mauritius | Bank of Mauritius | Government debt (traded through primary dealers) | ||
|
Central Depository and Settlement Co. Limited |
Listed and unlisted equity and debt securities (corporate debt and T-bills traded on the exchange) |
|||
| Mexico | S.D. Indeval, S.A. de C.V. | All securities | ||
| Morocco | Maroclear | Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper | ||
| Namibia | Bank of Namibia | Treasury bills | ||
| Netherlands | Euroclear Nederland | Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds | ||
| New Zealand | New Zealand Central Securities Depository Limited | Government securities, equities, corporate bonds, and money market instruments | ||
| Niger | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Nigeria | Central Bank of Nigeria | Treasury bills and government bonds | ||
| LIMITED ACCESS | STATE STREET CORPORATION 5 |
| Central Securities Clearing System Limited | Equities and corporate bonds traded on the Nigeria Stock Exchange | |||
| Norway | Verdipapirsentralen | All listed securities | ||
| Oman | Muscat Clearing & Depository Company S.A.O.C. | Equities, corporate bonds, government debt | ||
| Pakistan | Central Depository Company of Pakistan Limited | Equities and corporate bonds | ||
|
State Bank of Pakistan |
Government securities |
|||
| Palestine | Clearing, Depository and Settlement system, a department of the Palestine Exchange | Equities listed on the Palestine Exchange | ||
| Panama | Central Latinoamericana de Valores, S.A. (LatinClear) | Equities, government and corporate debt, commercial paper, short-term securities | ||
| Peru | CAVALI S.A. Institución de Compensación y Liquidación de Valores | All securities in book-entry form traded on the stock exchange | ||
| Philippines | Philippine Depository & Trust Corporation | Eligible equities and debt | ||
|
Registry of Scripless Securities (ROSS) of the Bureau of the Treasury |
Government securities |
|||
| Poland | Rejestr Papierów Wartościowych | Treasury bills | ||
|
Krajowy Depozyt Papierów Wartościowych, S.A. |
Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts |
|||
| Portugal | INTERBOLSA - Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. | All local Portuguese instruments | ||
| Qatar | Qatar Central Securities Depository | Equities, government bonds and Treasury bills listed on the Qatar Exchange | ||
| Romania | National Bank of Romania | Treasury bills and bonds | ||
|
S.C. Depozitarul Central S.A. |
Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds |
|||
| Russia | National Settlement Depository | Eligible equities, Obligatsii Federalnogo Zaima (OFZs), and corporate debt denominated in RUB | ||
| Saudi Arabia | Saudi Arabian Monetary Agency | Government securities and Saudi government development bonds (SGDBs) | ||
|
Tadawul Central Securities Depository |
Equities |
|||
| LIMITED ACCESS | STATE STREET CORPORATION 6 |
| Senegal | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Serbia | Central Securities Depository and Clearinghouse | All instruments | ||
| Singapore | Monetary Authority of Singapore | Government securities | ||
|
The Central Depository (Pte.) Limited |
Eligible listed equities and eligible private debt traded in Singapore |
|||
| Slovak Republic | Centrálny depozitár cenných papierov SR, a.s. | All dematerialized securities | ||
| Slovenia | KDD Centralna klirinko depotna druba d.d. | All publicly traded securities | ||
| South Africa | Strate (Pty) Ltd. | Eligible equities, government securities, corporate bonds, money market instruments, and warrants | ||
| Spain | IBERCLEAR | Government securities, equities, warrants, money market instruments, and corporate bonds | ||
| Sri Lanka | Central Bank of Sri Lanka | Government securities | ||
|
Central Depository System (Pvt) Limited |
Equities and corporate bonds |
|||
| Republic of Srpska | Central Registry of Securities in the Republic of Srpska JSC | Government securities, equities, and corporate and municipal bonds | ||
| Sweden | Euroclear Sweden | Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants | ||
| Switzerland | SIX SIS AG | Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants | ||
| Taiwan - R.O.C. | Central Bank of the Republic of China (Taiwan) | Government securities | ||
|
Taiwan Depository and Clearing Corporation |
Listed equities, short-term bills, and corporate bonds |
|||
| Tanzania | Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange | Equities and corporate bonds | ||
| Thailand | Thailand Securities Depository Company Limited | Government securities, equities and corporate bonds | ||
| LIMITED ACCESS | STATE STREET CORPORATION 7 |
| Togo | Dépositaire Central Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Trinidad and Tobago | Central Bank of Trinidad and Tobago | Government debt | ||
|
Trinidad and Tobago Central Depository Limited |
Equities and corporate debt |
|||
| Tunisia | Tunisie Clearing | All eligible listed securities | ||
| Turkey | Central Bank of Turkey | Government securities | ||
|
Central Registry Agency |
Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds |
|||
| Uganda | Bank of Uganda | Treasury bills and Treasury bonds | ||
|
Securities Central Depository |
Equities, corporate bonds |
|||
| Ukraine | National Depository of Ukraine | Equities, bonds, and money market instruments | ||
| United Arab Emirates Abu Dhabi | Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange | Equities, government securities, and corporate debt | ||
| United Arab Emirates Dubai Financial Market | Clearing, Settlement and Depository Division, a department of the Dubai Financial Market | Equities, government securities, and corporate debt listed on the DFM | ||
| United Arab Emirates Dubai International Financial Center | Central Securities Depository, owned and operated by NASDAQ Dubai Limited | Equities, corporate bonds, and corporate money market instruments | ||
| United Kingdom | Euroclear UK & Ireland Limited | GBP- and EUR-denominated money market instruments | ||
| Uruguay | Banco Central del Uruguay | Government securities | ||
| Venezuela | Banco Central de Venezuela | Government securities | ||
|
Caja Venezolana de Valores |
Equities and corporate bonds |
|||
| Vietnam | Vietnam Securities Depository | Equities, government bonds, T-bills, corporate bonds, and public fund certificates | ||
| Zambia | Bank of Zambia | Treasury bills and Treasury bonds | ||
|
LuSE Central Shares Depository Limited |
Treasury bonds, corporate bonds, and equities |
|||
| Zimbabwe | Chengetedzai Depository Company Limited | Equities and corporate bonds | ||
|
Reserve Bank of Zimbabwe |
Treasury bills and Treasury bonds |
|||
| LIMITED ACCESS | STATE STREET CORPORATION 8 |
| TRANSNATIONAL DEPOSITORIES | ||
| Euroclear Bank S.A./N.V. | Domestic securities from more than 40 markets | |
| Clearstream Banking, S.A. | Domestic securities from more than 50 markets | |
| LIMITED ACCESS | STATE STREET CORPORATION 9 |
S TATE S TREET G LOBAL S ERVICES ®
SCHEDULE C
| Publication / Type of Information | Brief Description | |||
|
(scheduled update frequency) |
||||
|
The Guide to Custody in World Markets (regular my.statestreet.com updates) |
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services. | |||
|
Global Custody Network Review (updated annually on my.statestreet.com ) |
Information relating to Foreign Subcustodians in State Streets Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Streets market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks. | |||
|
Securities Depository Review (updated annually on my.statestreet.com ) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. | |||
|
Global Legal Survey (updated annually on my.statestreet.com ) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: | |||
| (i) | access of a funds independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, | |||
| (ii) | a funds ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, | |||
| (iii) | a funds ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and | |||
| (iv) | the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. | |||
|
Subcustodian Agreements (available on CD-ROM annually) |
Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. | |||
| 1 | LIMITED ACCESS |
S TATE S TREET G LOBAL S ERVICES ®
|
Publication / Type of Information
(scheduled update frequency) |
Brief Description | |
|
Global Market Bulletin (daily or as necessary via email and my.statestreet.com ) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Streets clients. | |
|
Foreign Custody Risk Advisories (provided as necessary and on my.statestreet.com ) |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. | |
|
Foreign Custody Manager Material Change Notices (quarterly or as necessary and on my.statestreet.com ) |
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Streets foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. | |
Please contact GlobalMarketInformation@statestreet.com with questions about this document.
The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.
Copyright 2015 State Street Corporation
www.statestreet.com
| 2 | LIMITED ACCESS |
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Diversified Real Asset Income Fund
Nuveen All Cap Energy MLP Opportunities Fund
Nuveen AMT-Free Municipal Income Fund
Nuveen AMT-Free Municipal Value Fund
Nuveen Arizona Premium Income Municipal Fund
Nuveen Build America Bond Fund
Nuveen Build America Bond Opportunity Fund
Nuveen California AMT-Free Municipal Income Fund
Nuveen California Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen California Municipal Value Fund 2
Nuveen California Municipal Value Fund, Inc.
Nuveen California Select Tax-Free Income Portfolio
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Core Equity Alpha Fund
Nuveen Credit Strategies Income Fund
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Dividend Advantage Municipal Income Fund
Nuveen Dow 30 SM Dynamic Overwrite Fund
Nuveen Energy MLP Total Return Fund
Nuveen Enhanced Municipal Value Fund
Nuveen Flexible Investment Income Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Global High Income Fund
Nuveen Global Equity Income Fund f/k/a Nuveen Global Value Opportunities Fund
Nuveen High Income 2020 Target Term Fund
Nuveen High Income December 2018 Target Term Fund
Nuveen High Income December 2020 Target Term Fund
Nuveen High Income December 2022 Target Term Fund
Nuveen Intermediate Duration Municipal Term Fund
Nuveen Intermediate Duration Quality Municipal Term Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Michigan Quality Income Municipal Fund
Nuveen Minnesota Municipal Income Fund
Nuveen Missouri Premium Income Municipal Fund
Nuveen Mortgage Opportunity Term Fund
1
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
Nuveen Mortgage Opportunity Term Fund 2
Nuveen Municipal Advantage Fund, Inc.
Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal Income Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc.
Nuveen Multi-Market Income Fund
Nuveen NASDAQ 100 Dynamic Overwrite Fund
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New Jersey Municipal Value Fund
Nuveen New York AMT-Free Municipal Income Fund
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
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 Select Tax-Free Income Portfolio
Nuveen North Carolina Premium Income Municipal Fund
Nuveen Ohio Quality Income Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Pennsylvania Municipal Value Fund
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Preferred and Income Term Fund
Nuveen Preferred Income Opportunities Fund
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Municipal Fund, Inc.
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3
Nuveen Real Asset Income and Growth Fund
Nuveen Real Estate Income Fund
Nuveen S&P 500 Dynamic Overwrite Fund f/k/a Nuveen Equity Premium and Growth Fund
Nuveen S&P 500 Buy-Write Fund f/k/a Nuveen Equity Premium 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
2
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
Nuveen Tax-Advantaged Total Return Strategy Fund
Nuveen Technology Opportunities Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Virginia Premium Income Municipal Fund
NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES
NUVEEN MUNICIPAL TRUST , on behalf of:
Nuveen All-American Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen Short Duration High Yield Municipal Bond Fund
Nuveen Strategic Municipal Opportunities Fund
NUVEEN MULTISTATE TRUST I , on behalf of:
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II , on behalf of:
Nuveen California High Yield Municipal Bond Fund
Nuveen California 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
3
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
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
NUVEEN INVESTMENT TRUST , on behalf of:
Nuveen Concentrated Core Fund
Nuveen Core Dividend Fund
Nuveen Equity Market Neutral Fund
Nuveen Global Total Return Bond Fund
Nuveen Large Cap Core Fund
Nuveen Large Cap Core Plus Fund
Nuveen Large Cap Growth Fund
Nuveen Large Cap Value Fund (f/k/a Nuveen Multi-Manager Large-Cap Value Fund)
Nuveen NWQ Global Equity Fund
Nuveen NWQ Global Equity Income Fund (f/k/a Nuveen NWQ Equity Income Fund)
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen U.S. Infrastructure Bond Fund (f/k/a Nuveen U.S. Infrastructure Income Fund )
NUVEEN INVESTMENT TRUST II , on behalf of:
Nuveen Equity Long/Short Fund
Nuveen Global Growth Fund
Nuveen Growth Fund
Nuveen International Growth Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Symphony Dynamic Equity Fund
Nuveen Symphony International Equity Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony Low Volatility Equity Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small Cap Core Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Winslow Large-Cap Growth Fund
Nuveen Winslow Managed Volatility Equity Fund
4
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
NUVEEN INVESTMENT TRUST III , on behalf of:
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Dynamic Credit Fund
Nuveen Symphony Floating Rate Income Fund
Nuveen Symphony High Yield Bond Fund
NUVEEN INVESTMENT TRUST V , on behalf of:
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
Nuveen NWQ Flexible Income Fund
Nuveen Preferred Securities Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST , on behalf of
Enhanced Multi-Strategy Income Managed Accounts Portfolio
Municipal Total Return Managed Accounts Portfolio
NUVEEN INVESTMENT FUNDS, INC. , on behalf of
Nuveen Global Infrastructure Fund
Nuveen Real Asset Income Fund
Nuveen International Select Fund
SIGNATURE PAGE FOLLOWS
5
APPENDIX A
TO
A MENDED AND R ESTATED M ASTER C USTODIAN A GREEMENT
July 15, 2015
(Updated as of September 28, 2015)
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/ Gunjan Kedia |
|
| Name: | Gunjan Kedia | |
| Title: | Executive Vice President |
6
AMENDMENT
To
Transfer Agency and Service Agreement
Between
Each of the Nuveen Open-End Investment Companies
as Listed on Schedule A to the Agreement
And
Boston Financial Data Services, Inc.
This Amendment is made as of this 25 th day of September, 2015, between each of the Nuveen Open-End Investment Companies, as listed on Schedule A to the Agreement (collectively, the Fund) and Boston Financial Data Services, Inc. (the Transfer Agent). In accordance with Section 17 (Additional Portfolios/Funds) and Section 16.1 (Amendment) of the Transfer Agency and Service Agreement dated May 11 , 2012, (the Agreement), the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE , the parties agree as follows:
| 1. | Schedule A . The current Schedule A to the Agreement is hereby replaced and superseded with the Schedule A attached hereto, effective as of September 28, 2015; and |
| 2. | All defined terms and definitions in the Agreement shall be the same in this Amendment (the September 25, 2015 Amendment) except as specifically revised by this Amendment. |
| 3. | Except as specifically set forth in this September 25, 2015 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 September 25, 2015 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A | BOSTON FINANCIAL DATA SERVICES, INC. | |||||||
| By: |
/s/ Tina M. Lazar |
By: |
/s/ Patricia Crockan |
|||||
| Name: |
Tina M. Lazar |
Name: |
Patricia Crockan |
|||||
| Title: |
Senior Vice President |
Title: |
Chief Operations Officer |
|||||
|
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A |
||||||||
SCHEDULE A
Nuveen Open-End Funds
Effective Date: September 28, 2015
| 1. | NUVEEN MUNICIPAL TRUST |
Nuveen All-American Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen Short Duration High Yield Municipal Bond Fund
Nuveen Strategic Municipal Opportunities Fund
| 2. | NUVEEN MULTISTATE TRUST I |
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
| 3. | NUVEEN MULTISTATE TRUST II |
Nuveen California High Yield Municipal Bond Fund
Nuveen California 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
| 4. | 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
| 5. | 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
SCHEDULE A
Nuveen Open-End Funds
Effective Date: September 28, 2015
| 6. | NUVEEN INVESTMENT TRUST |
Nuveen Concentrated Core Fund
Nuveen Core Dividend Fund
Nuveen Equity Market Neutral Fund
Nuveen Global Tactical Opportunities Plus Fund
Nuveen Global Total Return Bond Fund
Nuveen Intelligent Risk Conservative Allocation Fund
Nuveen Intelligent Risk Growth Allocation Fund
Nuveen Intelligent Risk Moderate Allocation Fund
Nuveen Large Cap Core Fund
Nuveen Large Cap Core Plus Fund
Nuveen Large Cap Growth Fund
Nuveen Large Cap Value Fund
Nuveen NWQ Global Equity Income Fund
Nuveen NWQ Global Equity Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen U.S. Infrastructure Bond Fund (f.k.a. Nuveen U.S. Infrastructure Income Fund)
| 7. | NUVEEN INVESTMENT TRUST II |
Nuveen Equity Long/Short Fund
Nuveen Global Growth Fund
Nuveen Growth Fund
Nuveen International Growth Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Symphony Dynamic Equity Fund
Nuveen Symphony International Equity Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony Low Volatility Equity Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small Cap Core Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Winslow Large-Cap Growth Fund
Nuveen Winslow Managed Volatility Equity Fund
SCHEDULE A
Nuveen Open-End Funds
Effective Date: September 28, 2015
| 8. | NUVEEN INVESTMENT TRUST III |
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Dynamic Credit Fund
Nuveen Symphony Floating Rate Income Fund
Nuveen Symphony High Yield Bond Fund
| 9. | NUVEEN INVESTMENT TRUST V |
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
Nuveen NWQ Flexible Income Fund
Nuveen Preferred Securities Fund
| 10. | NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST |
Municipal Total Return Managed Accounts Portfolio
| 11. | NUVEEN INVESTMENT FUNDS, INC. |
Nuveen Core Bond Fund
Nuveen Core Plus Bond Fund
Nuveen Dividend Value 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 Large Cap Growth Opportunities Fund
Nuveen Large Cap Select Fund
Nuveen Mid Cap Growth Opportunities Fund
Nuveen Mid Cap Index Fund
Nuveen Mid Cap Value Fund
Nuveen Minnesota Intermediate Municipal Bond Fund
Nuveen Minnesota Municipal Bond Fund
Nuveen Nebraska Municipal Bond Fund
Nuveen Oregon Intermediate Municipal Bond Fund
Nuveen Real Asset Income Fund
Nuveen Real Estate Securities Fund
Nuveen Short Term Bond Fund
Nuveen Short Term Municipal Bond Fund
Nuveen Small Cap Growth Opportunities Fund
Nuveen Small Cap Index Fund
Nuveen Small Cap Select Fund
Nuveen Small Cap Value Fund
Nuveen Strategic Income Fund
Nuveen Tactical Market Opportunities Fund
SCHEDULE A
Nuveen Open-End Funds
Effective Date: September 28, 2015
| 12. | NUVEEN STRATEGY FUNDS, INC. |
Nuveen Strategy Aggressive Growth Allocation Fund
Nuveen Strategy Balanced Allocation Fund
Nuveen Strategy Conservative Allocation Fund
Nuveen Strategy Growth Allocation Fund
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated September 25, 2015 relating to the financial statements and financial highlights which appears in the July 31, 2015 Annual Report to Shareholders of the Nuveen Managed Accounts Portfolios Trust, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights and Independent Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
November 25, 2015