<SEC-DOCUMENT>0001193125-21-094951.txt : 20210326
<SEC-HEADER>0001193125-21-094951.hdr.sgml : 20210326
<ACCEPTANCE-DATETIME>20210325215333
ACCESSION NUMBER:		0001193125-21-094951
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20210326
DATE AS OF CHANGE:		20210325

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Nuveen Core Plus Impact Fund
		CENTRAL INDEX KEY:			0001835068
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-23627
		FILM NUMBER:		21774438

	BUSINESS ADDRESS:	
		STREET 1:		333 WEST WACKER DR.
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		312-917-8146

	MAIL ADDRESS:	
		STREET 1:		333 WEST WACKER DR.
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Nuveen Impact Opportunities Fund
		DATE OF NAME CHANGE:	20201204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Nuveen Core Plus Impact Fund
		CENTRAL INDEX KEY:			0001835068
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-251817
		FILM NUMBER:		21774437

	BUSINESS ADDRESS:	
		STREET 1:		333 WEST WACKER DR.
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		312-917-8146

	MAIL ADDRESS:	
		STREET 1:		333 WEST WACKER DR.
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Nuveen Impact Opportunities Fund
		DATE OF NAME CHANGE:	20201204
<IS-FILER-A-NEW-REGISTRANT>Y
<IS-FILER-A-WELL-KNOWN-SEASONED-ISSUER>N
<FILED-PURSUANT-TO-GENERAL-INSTRUCTION-A2>N
<IS-FUND-24F2-ELIGIBLE>N
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>d47790dn2a.htm
<DESCRIPTION>NUVEEN CORE PLUS IMPACT FUND
<TEXT>
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<TITLE>Nuveen Core Plus Impact Fund</TITLE>
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  <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>As filed with the Securities and Exchange Commission on March 25, 2021 </B></FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Securities Act File <FONT STYLE="white-space:nowrap">No.&nbsp;333-251817</FONT> </B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Investment Company Act File <FONT STYLE="white-space:nowrap">No.&nbsp;811-23627</FONT> </B></FONT></P>
<P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:4px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P>
<P STYLE="line-height:2px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">U.S. SECURITIES AND EXCHANGE
COMMISSION </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Washington, D.C. 20549 </FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center>
<P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="5"><B>Form N-2
</B></FONT></P> <P STYLE="margin-top:1px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(Check appropriate box or boxes) </B></FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">&#9746;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="1">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</FONT></TD></TR>
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<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">&#9746;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="1">Pre-Effective Amendment No. 2</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">&#9744;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="1">Post-Effective Amendment No. &nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD></TR>
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<TD HEIGHT="2" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"> <P STYLE="margin-right:5.56em" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>and</B></FONT></P></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">&#9746;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="1">REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940</FONT></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="5" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">&#9746;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="1">Amendment No. 2</FONT></TD></TR></TABLE>  <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center>
<P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="4"><B>Nuveen Core
Plus Impact Fund </B></FONT></P> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Exact Name of Registrant as Specified in Declaration of Trust </FONT></P>
<P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive, Chicago, Illinois 60606 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Address of Principal Executive Offices (Number, Street, City, State, Zip Code) </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">(800) 257-8787 </FONT></P>
<P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registrant&#146;s Telephone Number, including Area Code </FONT></P> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Mark L. Winget </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Secretary </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Chicago, Illinois 60606 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Name and Address (Number, Street, City, State, Zip Code)
of Agent for Service. </FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Copies of Communications to: </I></FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">David&nbsp;P.&nbsp;Glatz</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Joel&nbsp;D.&nbsp;Corriero</FONT></TD></TR>
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<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Stradley&nbsp;Ronon&nbsp;Stevens&nbsp;&amp;&nbsp;Young,&nbsp;LLP</FONT><BR> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">191 North Wacker Drive</FONT></P> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Suite 1601</FONT></P>
<P STYLE="margin-bottom:1px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, Illinois 60606</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Stradley&nbsp;Ronon&nbsp;Stevens&nbsp;&amp;&nbsp;Young,&nbsp;LLP</FONT><BR> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">2005 Market Street</FONT></P> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Suite 2600</FONT></P>
<P STYLE="margin-bottom:1px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Philadelphia,&nbsp;Pennsylvania&nbsp;19103</FONT></P></TD></TR>
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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="bottom" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Eric&nbsp;F.&nbsp;Fess</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Kevin&nbsp;T.&nbsp;Hardy</FONT></TD></TR>
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<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chapman&nbsp;and&nbsp;Cutler&nbsp;LLP</FONT><BR> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">111
West Monroe</FONT></P> <P STYLE="margin-bottom:1px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, Illinois 60603</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Skadden,&nbsp;Arps,&nbsp;Slate,&nbsp;Meagher&nbsp;&amp;&nbsp;Flom&nbsp;LLP</FONT><BR> <P STYLE="margin-bottom:0px; margin-top:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">155 North Wacker Drive</FONT></P> <P STYLE="margin-bottom:1px; margin-top:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, Illinois 60606</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Approximate Date of Proposed Public Offering: </FONT></P>
<P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">As soon as practicable after the effective date of this Registration Statement. </FONT></P>
<P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the
Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.&nbsp;&#9744; </FONT></P> <P STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">It is proposed that this filing will become effective (check appropriate box) </FONT></P>
<P STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#9744;&nbsp;when declared effective pursuant to section 8(c) </FONT></P> <P STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">&#9746; Registered <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund <FONT STYLE="white-space:nowrap">(closed-end</FONT> company that is registered under the Investment Company Act of 1940
(&#147;Investment Company Act&#148;)). </FONT></P> <P STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#9746; New Registrant (registered or regulated under the Investment Company Act for
less than 12 calendar months preceding this filing). </FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center>
<P STYLE="line-height:4px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>CALCULATION OF
REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 </B></FONT></P> <P STYLE="font-size:3px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:2px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P>
<P STYLE="line-height:2px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P>
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<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Title of Securities<BR>Being Registered</B></FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Amount Being<BR>Registered</B></FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Proposed<BR>Maximum<BR>Offering&nbsp;Price<BR>Per&nbsp;Unit</B></FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Proposed<BR>Maximum<BR>Aggregate<BR>Offering&nbsp;Price(1)</B></FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Amount of<BR>Registration<BR>Fee(2)</B></FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


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<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8px"><FONT STYLE="font-family:Times New Roman" SIZE="1">Common Shares, $0.01 par value</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">$</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">20.00</FONT></TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">$</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">2,000,000</FONT></TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">$</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="1">218.20</FONT></TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1">&nbsp;</FONT></TD></TR>
</TABLE> <P STYLE="line-height:2px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1">(1)</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1">Estimated solely for the purpose of calculating the registration fee. </FONT></P></TD></TR></TABLE>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1">(2)</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1">Previously paid. </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:3px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section&nbsp;8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section&nbsp;8(a), may determine. </FONT></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8.5pt; font-family:ARIAL"><FONT COLOR="#cc062a"><B>The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where
the offer or sale is not permitted. </B></FONT></P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
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<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT COLOR="#cc062a">PRELIMINARY PROSPECTUS</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT COLOR="#cc062a">SUBJECT TO COMPLETION</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT COLOR="#cc062a">MARCH &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021</FONT></TD></TR>
</TABLE>  <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt">


<IMG SRC="g47790g58b43.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:14pt; font-family:ARIAL"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman"><B>Nuveen Core Plus Impact Fund </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:14pt; font-family:ARIAL"><B>Common Shares </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:14pt; font-family:ARIAL"><B>$20.00 per Share </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>The Fund.</I>&nbsp;&nbsp;&nbsp;&nbsp;Nuveen Core Plus Impact Fund (the &#147;Fund&#148;) is a newly organized, diversified,
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company. <I></I>The Fund&#146;s investment objective is to seek total return through high current income and capital appreciation, while giving special consideration to certain
impact and environmental, social and governance (&#147;ESG&#148;) criteria. There can be no assurance that the Fund will achieve its investment objective or that the Fund&#146;s investment strategies will be successful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>Fund Strategies.</I>&nbsp;&nbsp;&nbsp;&nbsp;The Fund seeks to achieve its investment objective by investing in fixed-income investments of any type,
including asset-backed securities, corporate bonds, preferred securities, residential and commercial mortgage-backed securities, taxable and tax-exempt municipal bonds, senior loans and loan participations and assignments, sovereign debt
instruments, debt securities issued by supranational agencies, and U.S. government securities (securities issued or guaranteed by the U.S. government or its agencies or instrumentalities). The Fund&#146;s investment in fixed-income investments of
any type is subject to Nuveen&#146;s proprietary public market impact framework criteria (the &#147;Impact Criteria&#148;) or Nuveen&#146;s ESG criteria. The Impact Criteria are designed to identify investments that will generate positive,
measurable social and environmental impact alongside a competitive financial return. These investments provide direct access to issuers and/or individual projects across four social and environmental themes: Affordable Housing, Community and
Economic Development, Renewable Energy and Climate Change, and Natural Resources. The portion of the Fund invested in accordance with the Impact Criteria is not required to meet ESG criteria provided by a third party. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="right"><I>(continued on following page) </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><B><I>No Prior
History.</I></B><B>&nbsp;&nbsp;&nbsp;&nbsp;Because the Fund is newly organized, its common shares of beneficial interest (&#147;Common Shares&#148;) have no history of public trading. Shares of closed-end investment companies frequently trade at a
discount from their net asset value (&#147;NAV&#148;). This risk of loss due to the discount may be greater for investors who expect to sell their shares in a relatively short period after completion of the public offering.</B> <I></I>It is
anticipated that the Fund&#146;s Common Shares will be approved for listing on the New York Stock Exchange, subject to notice of issuance. The trading or &#147;ticker&#148; symbol is &#147;NPCT.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><B>This prospectus sets forth concisely information about the Fund that a prospective investor should know before investing, and should be retained for future
reference. Investing in the Fund&#146;s Common Shares involves certain risks, including the risks associated with the Fund&#146;s use of leverage. The Fund&#146;s anticipated exposure to below investment grade securities (high yield or junk bonds)
involves special risks, including an increased risk with respect to the issuer&#146;s capacity to pay interest, dividends and repay principal. You could lose some or all of your investment. See &#147;<A HREF="#toc47790_9">Risks</A>&#148; beginning
on page&nbsp;67 of this prospectus. Certain of these risks are summarized in &#147;Prospectus Summary&#151;Special Risk Considerations&#148; beginning on page&nbsp;16 of this prospectus. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><B>Neither the Securities and Exchange Commission (&#147;SEC&#148;) nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="64%"></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:7.5pt">
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Price&nbsp;to<BR>Public</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Sales<BR>load(2)</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Offering<BR>expenses(3)</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Proceeds<BR>to&nbsp;the&nbsp;Fund</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:ARIAL">Per share</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">20.00</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">20.00</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:ARIAL">Total</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:ARIAL">Total assuming full exercise of the over-allotment option(1)</P></TD>

<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">$</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="right"><I>(notes on following page) </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">The underwriters expect to deliver the Common Shares to purchasers on or about
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </P>   <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="36%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="20%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><B>[Underwriters]</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">The date of this prospectus is
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>(notes from previous page) </I></P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="left">The Fund has granted the underwriters an option to purchase up to
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; additional Common Shares at the public offering price within 45 days from the date of this prospectus solely to cover
over-allotments, if any. See &#147;Underwriting.&#148; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="left">Nuveen Fund Advisors, LLC, the Fund&#146;s investment adviser (and not the Fund), has agreed to pay, from its
own assets, (a)&nbsp;additional compensation of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per share to the underwriters in connection with this offering, which aggregate
amount will not exceed &nbsp;&nbsp;&nbsp;&nbsp;% of the total offering price of Common Shares sold in this offering, and separately (b)&nbsp;upfront structuring fees to
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, and may pay certain other qualifying underwriters a structuring fee, sales incentive fee or other additional compensation in
connection with the offering. These fees and compensation are not reflected under &#147;Sales load&#148; in the table above. See &#147;Underwriting&#151;Additional Compensation to be Paid by Nuveen Fund Advisors.&#148; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="left">Nuveen Fund Advisors, LLC has agreed to (i) reimburse all organizational expenses of the Fund and (ii) pay the
Fund&#146;s offering costs. The Fund is not obligated to repay any such organizational expenses or offering costs paid by Nuveen Fund Advisors, LLC. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>(continued from previous page) </I></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">Nuveen&#146;s ESG
criteria are generally implemented based on data provided by independent research vendor(s). The ESG evaluation process employed by the Fund favors issuers with leadership in ESG performance relative to their peers alongside a competitive financial
return. Typically, environmental assessment categories include climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities.
Governance assessment categories include corporate governance, business ethics and government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate
to the environment, customers, human rights and community, labor rights and supply chain, and governance) are other considerations. The Fund&#146;s portfolio will be actively managed and will seek to deliver a direct and measurable positive social
and environmental impact as well as ESG leadership. </P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>Investment Policies.</I>&nbsp;&nbsp;&nbsp;&nbsp;Under normal market conditions, the Fund will
invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in fixed-income investments of any type, which are subject to the Impact Criteria or Nuveen&#146;s ESG criteria. The Fund may invest up to 50% of its
Managed Assets (as defined on page 8) in below investment grade investments (such investments are commonly referred to as <FONT STYLE="white-space:nowrap">&#147;high-yield&#148;</FONT> or &#147;junk&#148; and are rated BB&#043;/Ba1 or lower at the
time of investment or are unrated but judged by the Fund&#146;s subadviser to be of comparable quality) with no more than 10% of its Managed Assets in investments rated CCC/Caa or lower, including defaulted investments, at the time of investment.
Below investment grade investments are regarded as having predominately speculative characteristics with respect to the issuer&#146;s capacity to pay interest or dividends and repay principal, which implies higher price volatility and default risk
than investment grade instruments of comparable terms and duration. The Fund may invest without limitation in investments of foreign issuers, with no more than 30% of its Managed Assets in investments of foreign issuers that are located in emerging
market countries. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">The Fund may seek to provide exposure to certain Regulation S securities by investing in Core Plus Impact Fund, Ltd. (the
&#147;Subsidiary&#148;), a wholly owned subsidiary of the Fund, which will invest primarily in Regulation&nbsp;S securities. Regulation S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt
from registration with the SEC pursuant to Regulation S of the Securities Act of 1933,&nbsp;as amended. Offerings of Regulation S securities may be conducted outside of the United States, and Regulation&nbsp;S securities may be relatively less
liquid as a result of legal or contractual restrictions on resale. The Subsidiary is advised by the Fund&#146;s sub-adviser, Nuveen Asset Management, LLC, and has the same investment objective as the Fund. The Subsidiary may also hold cash and
invest in other instruments, including fixed-income investments, that are not Regulation S securities, either as investments or to serve as margin or collateral for the Subsidiary&#146;s Regulation S positions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>Leverage.&nbsp;&nbsp;&nbsp;&nbsp;</I>The Fund anticipates using leverage in order to pursue its investment objective. The Fund may use leverage to the extent
permitted by the Investment Company Act of 1940, as amended. The Fund may source leverage initially and throughout the life of the Fund through a number of methods including through borrowings, issuing preferred shares of beneficial interest, the
issuance of debt securities, entering into reverse repurchase agreements (effectively a borrowing), and investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic
effect of leverage because the Fund&#146;s investment exposure to the underlying bonds held by the trust have been effectively financed by the trust&#146;s issuance of floating rate certificates. The sources of leverage will vary depending on market
conditions. The Fund anticipates using such leverage in an aggregate amount equal to approximately 35% of the Fund&#146;s Managed Assets, if current market conditions persist. The Fund may employ leverage through the issuance of preferred shares of
beneficial interest within 12 months after the completion of this offering, but may do so only if the Board of Trustees of the Fund (the &#147;Board of Trustees&#148;) determines it to be in the best interests of Common Shareholders. In pursuit of
its investment objective, the Fund has the ability to reduce or increase the amount and type of leverage based upon changes in market conditions, composition of the Fund&#146;s holdings and remaining time until the Fund&#146;s termination date. The
Fund&#146;s leverage ratio will vary from time to time based upon such changes in the amount of leverage used and variations in the value of the Fund&#146;s holdings. In addition, the Fund may use derivatives that have the economic effect of
leverage. <B>The use of</B> <B>leverage creates special risks for common shareholders. See &#147;Leverage,&#148; &#147;Risks&#151;Fund Level Risks&#151;Leverage Risk,&#148; &#147;Portfolio Composition and Other Information&#151;Municipal
Bonds&#151;Inverse Floating Rate Securities&#148; and &#147;Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk.&#148;</B> There is no assurance that the Fund will use leverage or that the Fund&#146;s use of leverage will
work as planned or achieve its goals. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>Limited Term</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Fund&#146;s Declaration of Trust provides that the Fund terminates on
the first business day of the month that follows the twelfth anniversary of the effective date of the Fund&#146;s initial registration statement, which is currently anticipated to be May 2, 2033 (the &#147;Stated Termination Date&#148;); however,
the Board of Trustees may vote to extend the term of the Fund for up to two one year periods (in the event of any such extension, the termination date shall be referred to as the &#147;Extended Termination Date&#148; and the later of the Stated
Termination Date and the Extended Termination Date is referred to as the &#147;Termination Date&#148;); furthermore, the Board of Trustees may determine to cause the Fund to conduct a tender offer to all holders of outstanding Common Shares as of a
date within the 18 months preceding the Termination Date (an &#147;Eligible Tender Offer&#148;). At the time of the </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>ii </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">
Eligible Tender Offer, the Board of Trustees will determine the minimum net assets the Fund must retain following the Eligible Tender Offer to ensure the Fund&#146;s continued viability (the
&#147;Termination Threshold&#148;). If the repurchase of all Common Shares properly tendered in an Eligible Tender Offer would result in the Fund&#146;s net assets totaling greater than the Termination Threshold, the Fund will purchase all Common
Shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer. If an Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund,
provide that the Fund may continue without limitation of time, subject to the terms and conditions described herein. If the repurchase of all Common Shares properly tendered in an Eligible Tender Offer would result in the Fund&#146;s net assets
totaling less than the Termination Threshold, an Eligible Tender Offer will not be completed, the Fund will, no later than the Termination Date, cease investment operations, retire or redeem its leverage facilities, liquidate its investment
portfolio (to the extent possible) and, on or after the Termination Date, the Fund will distribute all of its liquidated net assets to common shareholders of record in one or more distributions. The Fund&#146;s investment objective is not designed
to return to common shareholders their original NAV or purchase price. See &#147;Prospectus Summary&#151;Limited Term; Eligible Tender Offer&#148; and &#147;Risks&#151;Fund Level Risks&#151;Limited Term and Tender Offer Risks.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman"><I>Fund Distributions.&nbsp;&nbsp;&nbsp;&nbsp;</I>The Fund will implement a managed distribution policy by declaring monthly distributions stated in terms of a
fixed cents per Common Share. The Fund&#146;s distributions will be composed of net investment income and a supplemental amount generally representing the potential for capital appreciation, which will take the form of realized capital gains and/or
a return of capital. The return of capital component of a Fund distribution may (but will not necessarily) represent unrealized capital gains. A return of capital is a non-taxable distribution of a portion of the Fund&#146;s capital. When the Fund
returns (including unrealized capital appreciation) exceed distributions, return of capital may represent portfolio gains earned, but not realized as a taxable capital gain. In periods when the Fund returns fall short of distributions, a return of
capital will represent a portion of a shareholder&#146;s original principal. Such shortfall may be offset during other time periods over the life of their investment (previous or subsequent) when the Fund&#146;s total return exceeds distributions. A
return of capital reduces a shareholder&#146;s tax cost basis (but not below zero) in Fund shares, which could result in more taxable gain or taxable loss when the shareholder sells their shares. Monthly distributions that include such supplemental
amounts representing the potential for capital appreciation are sometimes referred to as &#147;managed distributions.&#148; The Fund&#146;s managed distribution policy is being implemented pursuant to an exemptive order issued by the SEC, which
permits the Fund to distribute long-term capital gains to shareholders more frequently than once per year. The Fund will seek to establish a distribution rate that roughly corresponds to Nuveen Fund Advisors&#146; projections of the total return
that could reasonably be expected to be generated by the Fund over an extended period of time, although the distribution rate will not be directly dependent on the amount of income earned or capital gains realized by the Fund. Nuveen Fund Advisors,
in making such projections, may consider long-term historical returns of the types of securities in the portfolio, current and expected portfolio composition, current market sentiment, and a variety of other factors. As portfolio and market
conditions change, the portion of the Fund&#146;s distributions composed of net investment income, realized capital gain and return of capital will vary. The Fund may also change the rate of distributions on the Common Shares and the Fund&#146;s
distribution policy in response to changes in portfolio and market conditions. Shareholders should not assume that the source of a distribution from the Trust is net income or profit. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">To the extent that the total return of the Fund&#146;s overall strategy exceeds the distribution rate for an extended period, the Fund may be in a position
either to increase the distribution rate or to distribute supplemental amounts to shareholders, or both. Conversely, if the total return of the Fund&#146;s overall strategy is less than the distribution rate for an extended period of time, the Fund
will effectively be drawing upon its assets to meet payments prescribed by its distribution policy. The Fund may make additional distributions, or include within the Fund&#146;s final distribution for each calendar year, amounts representing any
remaining net investment income and net realized capital gains not distributed during the year. See &#147;Distributions&#148; for additional information. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">You should read this prospectus, which contains important information about the Fund, before deciding whether to invest, and retain it for future reference. A
Statement of Additional Information, dated&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021, as amended or supplemented through the effective date of this prospectus, containing additional
information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this prospectus. You may request a free copy of the Statement of Additional Information, annual and semi-annual reports to shareholders,
when available, and other information about the Fund, and make shareholder inquiries by calling (800) <FONT STYLE="white-space:nowrap">257-8787</FONT> or by writing to the Fund, or from the Fund&#146;s website (www.nuveen.com). The information
contained in, or that can be accessed through, the Fund&#146;s website is not part of this prospectus. You also may obtain a copy of the Statement of Additional Information (and other information regarding the Fund) from the SEC&#146;s website
(www.sec.gov). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">The Fund&#146;s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured
depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">You should rely only on the information contained or incorporated by reference in this prospectus. The Fund has not, and the underwriters have not, authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. The Fund&#146;s business, financial condition and prospects may
have changed since that date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman">Until
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade the Common Shares, whether or not
participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers&#146; obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or
subscriptions. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>iii </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B><A NAME="toc"></A>TABLE OF CONTENTS </B></P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="89%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_1">Prospectus summary</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>1</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_2">Summary of Fund expenses</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>34</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_3">The fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>36</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_4">Use of proceeds</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>36</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_6">The Fund&#146;s investments</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>36</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_7">Portfolio composition and other information</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>45</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_8">Leverage</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>64</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_9">Risks</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>67</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_10">Management of the Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>97</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_11">Net asset value</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>100</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_12">Distributions</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>101</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_13">Dividend reinvestment plan</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>103</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_14">Description of shares and debt </A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>104</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_15">Certain provisions in the Declaration of Trust and By-Laws</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>109</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_16">Repurchase of Common Shares; conversion to open-end fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>112</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_17">Tax matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>113</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_18">Underwriting </A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>117</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_19">Custodian and transfer agent</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>120</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8.5pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#toc47790_20">Legal opinions and experts</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>&nbsp;</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>120</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
</TABLE>  <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<div style ="BORDER-BOTTOM:1.00pt solid #000000;BORDER-LEFT:1.00pt solid #000000;BORDER-RIGHT:1.00pt solid #000000;BORDER-TOP:1.00pt solid #000000; MARGIN-LEFT:0px; MARGIN-RIGHT:0px; max-width:100%">
<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_1"></A>PROSPECTUS SUMMARY </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>This is only a summary. You should review the more detailed information contained elsewhere in this prospectus and in the Statement of Additional
Information (&#147;SAI&#148;) prior to making an investment in the Fund, especially the information set forth under the heading &#147;Risks.&#148; </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>THE FUND
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Core Plus Impact Fund (the &#147;Fund&#148;) is a newly organized, diversified, closed-end management investment company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>THE OFFERING </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is offering
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; common shares of beneficial interest&nbsp;(&#147;Common
Shares&#148;) at $20.00&nbsp;per share through a group of underwriters (the &#147;Underwriters&#148;) led by <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> and
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;. </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In this prospectus, we refer to holders of Common Shares as &#147;Common
Shareholders.&#148; Nuveen Fund Advisors, LLC (&#147;Nuveen Fund Advisors&#148;), the Fund&#146;s investment adviser, has agreed to pay, from its own assets, (a)&nbsp;compensation of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per share to the
Underwriters in connection with this offering, which aggregate amount will not exceed&nbsp;&nbsp;&nbsp;&nbsp; % of the total offering price of Common Shares sold in this offering, and separately (b)&nbsp;upfront structuring fees to
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> and
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and may pay certain other qualifying Underwriters a structuring fee, a sales incentive fee or other additional
compensation in connection with the offering. See &#147;Underwriting&#151;Additional Compensation to be Paid by Nuveen Fund Advisors.&#148; In addition, Nuveen Fund Advisors will (i)&nbsp;reimburse all organizational expenses of the Fund and
(ii)&nbsp;pay the Fund&#146;s offering costs. The Fund is not obligated to repay any such organizational expenses or offering costs paid by Nuveen Fund Advisors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The minimum required purchase by each investor is 100 shares ($2,000). The Fund has given the Underwriters an option to purchase up to
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; additional Common Shares within 45 days of the date of this prospectus solely to cover over-allotments, if any. See &#147;Underwriting.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to your decision to invest in Common Shares.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT OBJECTIVE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investment objective is
to seek total return through high current income and capital appreciation, while giving special consideration to certain impact and environmental, social and governance (&#147;ESG&#148;) criteria. There can be no assurance that the Fund will achieve
its investment objective or that the Fund&#146;s investment strategies will be successful. See &#147;The Fund&#146;s Investments&#148; and &#147;Risks.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>FUND STRATEGIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s portfolio will be actively managed
and will seek to deliver a direct and measurable positive social and environmental impact as well as ESG leadership. In selecting fixed-income investments, the Fund&#146;s subadviser, Nuveen Asset Management, LLC (&#147;Nuveen Asset
Management&#148;), performs its own credit analysis, paying particular attention to economic trends and other market events. Subject to Nuveen&#146;s proprietary public market impact framework criteria (the &#147;Impact Criteria&#148;) and
Nuveen&#146;s ESG criteria described below, individual securities will be selected to construct a portfolio consistent with the Fund&#146;s investment objective of total return through high current income and capital appreciation. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>1 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, the Fund&#146;s investment in fixed-income investments of any type is subject to the Impact
Criteria or Nuveen&#146;s ESG criteria. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Impact Criteria </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fixed-income investments invested according to the Impact Criteria provide direct exposure to issuers and/or individual projects with social or
environmental benefits. The portion of the Fund invested in accordance with the Impact Criteria is not required to meet ESG criteria provided by a third party. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Impact Criteria are designed to identify investments that will generate positive, measurable social and environmental impact alongside a competitive
financial return. These investments are intended to provide access to the following four social and environmental themes: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(1)</B></TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I><U>Affordable Housing:</U></I></B> Investments that <B></B><B></B>support the financing of low and moderate income housing loans, transit oriented development (<I>i.e.</I>, a mix of commercial, residential, office
and entertainment centered around or located near a transit station), walkable communities, or <FONT STYLE="white-space:nowrap">mixed-use</FONT> development projects. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(2)</B></TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I><U>Community</U></I></B><B><I><U></U></I></B><B><I><U>&nbsp;&amp; Economic Development:</U></I></B> Investments that support financial services, hospital/medical services, educational services, community centers,
reconstruction activities, urban revitalization, humanitarian, disaster, and international aid services, all of which are inclusive of underserved and/or economically disadvantaged communities. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(3)</B></TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I><U>Renewable Energy</U></I></B><B><I><U></U></I></B><B><I><U>&nbsp;&amp; Climate Change:</U></I></B> Investments that finance new or expand existing renewable energy projects (including hydroelectric, solar and
wind), smart grid and other projects designed to make power generation and transmission systems more efficient, and other energy efficiency projects which seek to reduce greenhouse gas emissions. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(4)</B></TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I><U>Natural Resources:</U></I></B> Investments that support land conservation, sustainable forestry and agriculture, remediation and redevelopment of polluted or contaminated sites, sustainable waste management
projects, water infrastructure including improvement of clean drinking water supplies and/or sewer systems, and sustainable building projects. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>ESG criteria and evaluation process </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen&#146;s ESG criteria are
generally implemented based on data provided by independent research vendor(s), including [MSCI Inc.]. The Fund relies upon ESG ratings, controversy scores and controversial business indicators from such vendor(s), and applies internal, proprietary
thresholds to those data points to create the pool of eligible portfolio investments. The Fund has the right to change such vendor(s) and to change the number of vendors providing ESG data at any time. In addition, the Fund considers Nuveen&#146;s
internal, proprietary ESG ratings as an additional factor in security selection. In those limited cases where independent ESG criteria are not available for certain types of investments or for certain issuers, these investments may nonetheless be
eligible for investment by the Fund should they meet certain internal ESG criteria. Substantially all issuers, other than those in which the Fund invests in accordance with the Impact Criteria described above, must meet or exceed minimum ESG
performance standards to be eligible for investment by the Fund. </P>  <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The corporate
issuer evaluation process favors companies with leadership in ESG performance relative to their peers. Typically, environmental assessment categories include climate change, natural resource use, waste management and environmental opportunities.
Social evaluation categories include human capital, product safety and social opportunities. Governance assessment categories include corporate governance, business ethics and government and public policy. How well companies adhere to international
norms and principles and involvement in major ESG controversies (examples of which may relate to the environment, customers, human rights and community, labor rights and supply chain, and governance) are other considerations. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>2 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ESG evaluation process with respect to corporate issuers is conducted on an industry-specific basis and
involves the identification of key performance indicators, which are given more or less relative weight compared to the broader range of potential assessment categories. When ESG concerns exist, the evaluation process gives careful consideration to
how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers. The Fund will not generally invest in companies significantly involved in certain business activities including, but
not limited to, the production of alcohol, tobacco, military weapons, firearms, nuclear power, thermal coal, and gambling products and services. </P> <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ESG evaluation
process with respect to government issuers favors issuers with leadership in ESG performance relative to all peers alongside a competitive financial return. Typically, environmental assessment categories include the issuer&#146;s ability to protect,
harness, and supplement its natural resources, and to manage environmental vulnerabilities and externalities. Social assessment categories include the issuer&#146;s ability to develop a healthy, productive, and stable workforce and knowledge
capital, and to create a supportive economic environment. Governance assessment categories include the issuer&#146;s institutional capacity to support long-term stability and well-functioning financial, judicial, and political systems, and capacity
to address environmental and social risks. The government ESG evaluation process is conducted on a global basis and reflects how an issuer&#146;s exposure to and management of ESG risk factors may affect the long-term sustainability of its economy.
</P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Other considerations and investments </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">While the Fund
will invest in issuers that meet the Impact Criteria or Nuveen&#146;s ESG criteria, it is not required to invest in every issuer that meets these criteria. In addition, if an issuer meets certain ESG criteria but does not satisfy all ESG assessment
categories it may not automatically be eliminated as an eligible investment. The Impact Criteria, the ESG criteria and the resulting universe of eligible investments may be changed without the approval of the Fund&#146;s shareholders. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management seeks to ensure that the Fund&#146;s investments are consistent
with its Impact Criteria and/or ESG criteria, but it cannot guarantee that this will always be the case for every Fund investment. Consistent with its responsibilities, Nuveen Asset Management has the right to change the ESG vendor(s) at any time
and to add to the number of vendors providing the universe of eligible companies. Investing on the basis of Impact Criteria or ESG criteria is qualitative and subjective by nature, and there can be no assurance that the Impact Criteria utilized by
Nuveen, the ESG criteria utilized by the Fund&#146;s ESG vendor(s), or any judgment exercised by Nuveen Asset Management will reflect the beliefs or values of any particular investor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investments will include investment grade and below investment grade investments. Below investment grade investments (such investments are
commonly referred to as &#147;high yield&#148; or &#147;junk&#148;) generally provide high income in an effort to compensate investors for their higher risk of default, which is the failure to make required interest or principal payments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest in certain asset-backed securities, mortgage-backed securities and other securities that represent interests in assets such as pools
of mortgage loans, automobile loans or credit card receivables. These securities are typically issued by legal entities established specifically to hold assets and to issue debt obligations backed by those assets. Asset-backed or mortgage-backed
securities are normally created or &#147;sponsored&#148; by banks or other institutions or by certain government-sponsored enterprises such as the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation. The Fund does not
take into consideration whether the sponsor of an asset-backed security in which it invests meets the Impact Criteria or the ESG criteria. That is because asset-backed securities represent interests in pools of loans, and not of the ongoing business
enterprise of the sponsor. It is </P>
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 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>3 </B></P>


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<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
therefore possible that the Fund could invest in an asset-backed or mortgage-backed security sponsored by a bank or other financial institution in which the Fund could not invest directly.
However, the investments underlying an asset-backed or mortgage-backed security will generally meet or exceed the Impact Criteria or Nuveen&#146;s ESG criteria. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Impact Criteria or Nuveen&#146;s ESG criteria will apply to the Fund&#146;s investment exposure through derivatives and other instruments that have
economic characteristics similar to the Fund&#146;s fixed-income investments. However, neither the Impact Criteria nor Nuveen&#146;s ESG criteria will apply to the Fund&#146;s investments in derivatives used for hedging purposes. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is not restricted from investing in any investments issued or guaranteed by the
U.S. government or its agencies or instrumentalities. The Fund considers investments in these investments to be consistent with its investment and social objectives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There can be no assurance that the Fund&#146;s strategies will be successful. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PORTFOLIO CONTENTS </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund generally invests in a portfolio
of fixed-income investments of any type, including asset-backed securities, corporate bonds, preferred securities, residential and commercial mortgage-backed securities, taxable and tax-exempt municipal bonds, senior loans and loan participations
and assignments, sovereign debt instruments, debt securities issued by supranational agencies, and U.S. government securities (securities issued or guaranteed by the U.S. government or its agencies or instrumentalities). </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Fixed-income investments </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Corporate Bonds.</I></B> Corporate bonds are
fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate
bonds lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a set maturity date. Rates on corporate bonds are set according to prevailing interest rates at the time of the issue, the credit rating
of the issuer, the length of the maturity and other terms of the security, such as a call feature. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corporate bonds come in many varieties and may differ
in the way that interest is calculated, the amount and frequency of payments, the type of collateral, if any, and the presence of special features (<I>e.g., </I>conversion rights). The Fund&#146;s investments in corporate bonds may include, but are
not limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be fixed rate, variable rate or floating rate, among other things. Holders of corporate bonds, as creditors, have a prior legal claim over common
and preferred stockholders as to both income and assets of the issuer for the principal and interest due to them, and may have a prior claim over other creditors, but are generally subordinate to any existing lenders in the issuer&#146;s capital
structure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Sovereign and Supranational Securities.</I></B> Sovereign securities are issued or guaranteed by foreign sovereign governments or their
agencies, authorities, political subdivisions or instrumentalities, and&nbsp;supranational&nbsp;agencies. A supranational agency is a multinational union or association in which member countries cede authority and sovereignty on a limited number of
matters to the group, whose decisions are binding upon its members. Quasi-sovereign securities typically are issued by companies or agencies that may receive financial support or backing from a local government or in which the government owns a
majority of the issuer&#146;s voting shares. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>4 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ability of a&nbsp;foreign&nbsp;sovereign issuer, especially in an emerging market country, to make
timely and ultimate payments on its debt obligations will be strongly influenced by the sovereign issuer&#146;s balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rate and
the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To
the extent that a country receives payment for its export in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a sovereign issuer cannot generate sufficient earnings from foreign
trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multinational organizations. There may be no bankruptcy proceedings similar to those in the U.S. by which defaulted
interest may be collected. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Municipal Bonds</I></B>. The Fund may invest in
taxable and tax-exempt municipal securities, including municipal bonds, and notes and other securities issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to
finance or refinance public purpose projects such as roads, schools, and water supply systems. Municipal bonds may also be issued to finance and refinance privately owned facilities or projects deemed to serve a public purpose. Municipal bonds may
be issued on a long-term basis to provide long-term financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source, including
project revenue. Municipal bonds may also be issued to finance projects on a short-term interim basis, anticipating repayment with the proceeds of long-term debt. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Asset-Backed Securities (&#147;ABS&#148;).</I></B> ABS are securities that are primarily serviced by the cash flows of a discrete pool of receivables or
other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period. Asset-backed securitization is a financing technique in which financial assets, in many cases themselves less liquid, are pooled
and converted into instruments that may be offered and sold in the capital markets. In a basic securitization structure, an entity, often a financial institution, originates or otherwise acquires a pool of financial assets, either directly or
through an affiliate. It then sells the financial assets, again either directly or through an affiliate, to a specially created investment vehicle that issues securities &#147;backed&#148; or supported by those financial assets, which securities are
ABS. Payment on the ABS depends primarily on the cash flows generated by the assets in the underlying pool and other rights designed to assure timely payment, such as liquidity facilities, guarantees or other features generally known as credit
enhancements. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>U.S. Government Obligations</I></B>. Securities issued or guaranteed by U.S. government agencies and instrumentalities include
obligations that are supported by: (a) the full faith and credit of the U.S. Treasury (<I>e.g.</I>, direct pass-through certificates of the Government National Mortgage Association); (b) the limited authority of the issuer or guarantor to borrow
from the U.S. Treasury (<I>e.g.</I>, obligations of Federal Home Loan Banks); or (c) only the credit of the issuer or guarantor (<I>e.g.</I>, obligations of the Federal Home Loan Mortgage Corporation). In the case of obligations not backed by the
full faith and credit of the U.S. Treasury, the agency issuing or guaranteeing the obligation is principally responsible for ultimate repayment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage-Backed Securities, including Commercial Mortgage-Backed Securities</I></B>. A mortgage-backed security (&#147;MBS&#148;) is a type of
pass-through security, which is a security representing pooled debt obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage
loans. Commercial mortgage-backed securities (&#147;CMBS&#148;) are backed by a pool of mortgages on commercial property. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>5 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Preferred Securities.</I></B> Traditional preferred securities are generally equity securities of the
issuer that have priority over the issuer&#146;s common shares as to the payment of dividends (<I>i.e.,</I> the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of
proceeds of a bankruptcy or other liquidation, but are subordinate to an issuer&#146;s senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred securities are generally
subordinate to an issuer&#146;s trade creditors and other general obligations. Traditional preferred securities may be perpetual or have a term, and typically have a fixed liquidation (or &#147;par&#148;) value. </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The term &#147;preferred securities&#148; also includes certain hybrid securities and other types of preferred securities that do not have the traditional features described
above. Preferred securities that are hybrid securities often behave similarly to investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Such hybrid securities possess
varying combinations of features of both debt and traditional preferred securities and as such they may constitute senior debt, junior debt or preferred shares in an issuer&#146;s capital structure. Thus, they may not be subordinate to a
company&#146;s debt securities (as are traditional preferred securities). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Loans.</I></B> The Fund may invest in loans, including senior secured
loans, unsecured and/or subordinated loans, loan participations, unfunded contracts and assignments. These loans are typically made by or issued to corporations primarily to finance acquisitions, refinance existing debt, support organic growth, or
pay out dividends, and are typically originated by large banks and are then syndicated out to institutional investors as well as to other banks. Loans typically bear interest at a floating rate, although some loans pay a fixed rate. Floating rate
loans have interest rates that reset periodically, typically monthly or quarterly. The interest rates on floating rate loans are generally based on a percentage above the London Inter-Bank Offered Rate (&#147;LIBOR&#148;), a U.S. bank&#146;s prime
or base rate, the overnight federal funds rate or another rate. Due to their lower place in the borrower&#146;s capital structure, unsecured and/or subordinated loans involve a higher degree of overall risk than senior bank loans of the same
borrower. Loan participations are loans that are shared by a group of lenders. Unfunded commitments are contractual obligations by lenders (such as the Fund) to loan an amount in the future or that is due to be contractually funded in the future.
Assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the
assigning lender. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. The types of covenants included
in loan agreements generally vary depending on market conditions, the creditworthiness of the borrower, the nature of the collateral securing the loan and other factors. Such restrictive covenants normally allow for early intervention and proactive
mitigation of credit risk by providing lenders with the ability to (1)&nbsp;intervene and either prevent or restrict actions that may potentially compromise the borrower&#146;s ability to repay the loan and/or (2)&nbsp;obtain concessions from the
borrower in exchange for waiving or amending a particular covenant. Loans with fewer or weaker restrictive covenants may limit the Fund&#146;s ability to intervene or obtain additional concessions from borrowers. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Other investments </B></P>  <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s portfolio may contain restricted and illiquid investments (<I>i.e.</I>, investments that are not readily marketable), including, but not
limited to, restricted investments (investments the disposition of which is restricted under the federal securities laws), investments that may be resold only pursuant to Rule&nbsp;144A under the Securities Act of 1933, as amended (&#147;1933
Act&#148;) that are deemed to be illiquid, and certain repurchase agreements. Restricted investments 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
1933 Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest directly in Regulation S securities that are freely tradable in the U.S. Regulation
S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the Securities and Exchange Commission (&#147;SEC&#148;) pursuant to Regulation S of the 1933 Act. Offerings of
Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in securities of other open-end or closed-end investment companies, including exchange-traded funds (&#147;ETFs&#148;), that invest
primarily in the types of investments in which the Fund may invest directly. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest without limitation in credit default swaps, and may
enter into credit default swaps as either a buyer or a seller. The credit default swaps in which the Fund may invest include credit default swap indices (&#147;CDX&#148;) and those in which the underlying reference instrument is the debt obligation
of a single reference issuer (&#147;single-name CDS&#148;). A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps on high-yield bonds. Certain CDX instruments are subject to mandatory central
clearing and exchange trading, which may reduce counterparty credit risk and increase liquidity compared to other credit default swaps or CDX transactions. Unlike other types of credit default swaps, single-name CDS do not have the benefit of
diversification across many issuers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to credit default swaps, the Fund also may invest in certain derivative instruments in pursuit of its
investment objective. Such instruments include financial futures contracts and options thereon, forward contracts, swaps (with varying terms, including interest rate swaps), options on swaps and other fixed-income derivative instruments. Nuveen
Asset Management may use derivative instruments to attempt to hedge some of the risk of the Fund&#146;s investments, to limit exposure to losses due to changes to foreign currency exchange rates or as a substitute for a position in the underlying
asset. See &#147;Portfolio Composition and Other Information&#151;Derivatives.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest in other types of investments and debt
instruments described in this prospectus and the SAI. See &#147;Portfolio Composition and Other Information&#148; for additional information on the types of investments in which the Fund may invest. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B><A NAME="toc47790_101"></A>INVESTMENT POLICIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under normal
circumstances: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in
fixed-income investments of any type, which are subject to the Impact Criteria or Nuveen&#146;s ESG criteria; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest up to 50% of its Managed Assets (as defined below) in below investment grade investments
(investments rated BB&#043;/Ba1 or lower at the time of investment or are unrated but judged by Nuveen Asset Management to be of comparable quality); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest no more than 10% of its Managed Assets in investments rated CCC/Caa or lower at the time of
investment (or are unrated but judged by Nuveen Asset Management to be of comparable quality), including defaulted investments; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest without limitation in investments of foreign issuers, with no more than 30% of its Managed
Assets in investments of foreign issuers that are located in emerging market countries; and </P></TD></TR></TABLE>
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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest without limitation in restricted and illiquid investments (including investments that may
only be&nbsp;resold pursuant to Rule 144A under the 1933 Act (&#147;Rule&nbsp;144A securities&#148;)). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing policies apply
only at the time of any new investment. The Fund&#146;s policy to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in fixed-income investments of any type, which are subject to the Impact Criteria or
Nuveen&#146;s ESG criteria, may not be changed without 60 days&#146; prior written notice to shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Managed Assets&#148; means the total
assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund&#146;s use of leverage
(whether or not those assets are reflected in the Fund&#146;s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The portion of the Fund&#146;s assets invested in below investment grade investments (such investments are commonly referred to as &#147;high yield&#148; or
&#147;junk&#148;) may vary over time. Below investment grade investments are regarded as having predominately speculative characteristics with respect to the issuer&#146;s capacity to pay interest or dividends, and repay principal, which implies
higher price volatility and default risk than investment grade instruments of comparable terms and duration. These investments generally provide higher income than investment grade investments in an effort to compensate investors for their higher
risk of default, which is the issuer&#146;s failure to make required interest, dividend or principal payments on the investments. For purposes of the investment limitations in this prospectus, an investment&#146;s rating is determined using the
middle rating of Moody&#146;s Investor Services, Inc. (&#147;Moody&#146;s&#148;), Standard &amp; Poor&#146;s Ratings Services, a Standard &amp; Poor&#146;s Financial Services LLC business (&#147;Standard &amp; Poor&#146;s&#148; or
&#147;S&amp;P&#148;) and Fitch Ratings, a part of the Fitch Group (&#147;Fitch&#148;), if all three nationally recognized statistical rating organizations (&#147;NRSROs&#148;) rate the investment. If ratings are provided by only two of those NRSROs,
the lower rating is used to determine the rating. If only one of those NRSROs provides a rating, that rating is used. If an investment is not rated by any NRSRO, the rating determined by Nuveen Asset Management is used. <B>Investment rating
limitations are considered to apply only at the time of investment and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of investments.</B> </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management may determine that it is in the best interest of shareholders to pursue a workout arrangement (<I>i.e.,</I> a privately negotiated, mutual agreement
between the Fund and the issuer or another party) with respect to securities that are in default or involved in bankruptcy or insolvency proceedings, which may involve making loans to the issuer or another party, or purchasing an equity or other
interest from the issuer or another party, or other related or similar steps involving the investment of additional monies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of the
limitations on emerging market debt investments, the Fund will classify an issuer based on the issuer&#146;s country of origin, generally as determined by an unaffiliated, recognized financial data provider. An issuer&#146;s country of origin is
based on a number of criteria, such as the issuer&#146;s country of domicile or country in which the issuer conducts its primary operations, the primary exchange on which its investments trade, the location from which the majority of the
issuer&#146;s revenue comes, and the issuer&#146;s reporting currency. The term &#147;emerging market&#148; describes any country or market that is generally considered to be emerging or developing by major organizations in the international
financial community, such as the International Finance Corporation, or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase &amp; Co., which compiles several fixed-income emerging
markets benchmarks; or other countries or markets with similar emerging characteristics. Emerging markets can include every nation in the world except the United States, </P>
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<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Canada, Japan, Australia, New Zealand and most nations located in Western Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views Israel as an emerging
market. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may seek to provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in Core Plus Impact
Fund, Ltd. (the &#147;Subsidiary&#148;), a wholly owned subsidiary of the Fund, which will invest primarily in Regulation S securities. The Subsidiary is advised by Nuveen Asset Management, which complies with the provisions of Section 15 of the
Investment Company Act of 1940 Act, as amended (the &#147;1940 Act&#148;) relating to investment advisory contracts as an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. The Subsidiary has the same investment objective as the
Fund. The Subsidiary may also hold cash and invest in other instruments, including fixed-income investments, that are not Regulation S securities, either as investments or to serve as margin or collateral for the Subsidiary&#146;s Regulation S
positions. The Fund and the Subsidiary each complies with the provisions of the 1940 Act regarding capital structure. In addition, the Subsidiary complies with the provisions of Section 17 of the 1940 Act relating to affiliated transactions and
custody of portfolio investments. The Fund&#146;s custodian also serves as the custodian to the Subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See &#147;The Fund&#146;s
Investments&#151;Investment Objective&#148; and &#147;&#151;Investment Policies.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">During temporary defensive periods, the period in which the net
proceeds of this offering of Common Shares are first being invested (the <FONT STYLE="white-space:nowrap">&#147;invest-up</FONT> period&#148;), the <FONT STYLE="white-space:nowrap">&#147;wind-up&#148;</FONT> period (the approximately six month
period during which the Fund is transitioning its portfolio as the Fund&#146;s termination approaches) during which the Fund is transitioning its portfolio as the Fund&#146;s termination approaches or the period in which the Fund&#146;s assets are
being liquidated in anticipation of the Fund&#146;s termination, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its Managed Assets in short-term investments, including high
quality, short-term securities, or may invest in short-, intermediate-, or long-term U.S. Treasury securities. During the <FONT STYLE="white-space:nowrap">invest-up</FONT> period, the Fund may also purchase securities issued by ETFs that invest
primarily in investments of the types in which the Fund may invest directly. Any such investments in ETFs will be in compliance with the limitations imposed by the 1940 Act, the rules promulgated thereunder, or pursuant to any exemptive relief
obtained thereunder. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective. For a more complete discussion of the Fund&#146;s portfolio composition, see
&#147;The Fund&#146;s Investments.&#148; </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>LIMITED TERM; ELIGIBLE TENDER OFFER </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s Declaration of Trust, as amended (the &#147;Declaration of Trust&#148;) provides that the Fund will have a limited period of existence and will
terminate as of the close of business on the first business day of the month that follows the twelfth anniversary of the effective date of the initial registration statement of the Fund, which is currently anticipated to be May 2, 2033 (the
&#147;Stated Termination Date&#148;); provided that the Board of Trustees of the Fund (the &#147;Board of Trustees&#148;) may, in its sole discretion and without any action by the shareholders of the Fund, by vote of a majority of the then Board of
Trustees with notice to the shareholders, extend the Fund&#146;s term for up to two one year periods (in the event that the term of the Fund has been so extended, the termination date shall be referred to as the &#147;Extended Termination Date&#148;
and the later of the Stated Termination Date and the Extended Termination Date is referred to as the &#147;Termination Date&#148;); furthermore, notwithstanding the foregoing, the Board of Trustees may determine to cause the Fund to conduct an
Eligible Tender Offer (as defined below). If the Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, by vote of a majority of the then Board of Trustees,
provide that the Fund may continue without limitation of time, subject to the terms and conditions described below. If an Eligible Tender Offer is not conducted, the Fund will, no later than the Termination Date, cease
</P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>9 </B></P>


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<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and, on or after the Termination Date, the Fund will distribute all of
its liquidated net assets to Common Shareholders of record in one or more distributions. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Eligible tender offer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust provides that an eligible tender offer (an &#147;Eligible Tender Offer&#148;) is a tender offer by the Fund to all holders of
outstanding Common Shares as of a date within the 18 months preceding the Termination Date. If the tender offer is completed, Common Shareholders who properly tender Common Shares in the Eligible Tender Offer will receive a purchase price equal to
the NAV per share on the expiration date of the Eligible Tender Offer. In an Eligible Tender Offer, the Fund will offer to purchase all outstanding Common Shares held by each Common Shareholder. At the time of the Eligible Tender Offer, the Board of
Trustees will determine the minimum net assets the Fund must retain following the Eligible Tender Offer to ensure the Fund&#146;s continued viability (the &#147;Termination Threshold&#148;). The Termination Threshold will be based on prevailing
market conditions at the time of the Eligible Tender Offer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the repurchase of all Common Shares properly tendered in an Eligible Tender Offer would
result in the Fund&#146;s net assets totaling greater than the Termination Threshold, the Fund will purchase all Common Shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer and following the completion of
such Eligible Tender Offer, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, provide that the Fund may continue without limitation of time. See &#147;Risks&#151;Fund Level Risks&#151;Limited
Term and Tender Offer Risks.&#148; In making this decision, the Board of Trustees will take such actions with respect to the Fund&#146;s continued operations as it deems to be in the best interests of the Fund, based on market conditions at such
time, the extent of Common Shareholder participation in the Eligible Tender Offer and all other factors deemed relevant by the Board of Trustees in consultation with Nuveen Fund Advisors, taking into account that Nuveen Fund Advisors may have a
potential conflict of interest in seeking to convert the Fund to a fund with a continued existence without limitation of time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the number of properly
tendered Common Shares would result in the Fund&#146;s net assets totaling less than the Termination Threshold if the Eligible Tender Offer were consummated, the Eligible Tender Offer will be terminated, no Common Shares will be repurchased pursuant
to the Eligible Tender Offer and the Fund will begin (or continue) liquidating its investment portfolio and proceed to terminate on the Termination Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any Eligible Tender Offer would be made, and Common Shareholders would be notified thereof, in accordance with the Declaration of Trust, the 1940 Act, the
Securities Exchange Act of 1934, as amended (the &#147;1934 Act&#148;), and the applicable tender offer rules thereunder (including Rule <FONT STYLE="white-space:nowrap">13e-4</FONT> and Regulation 14E under the 1934 Act). </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Termination, liquidation </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless the Fund&#146;s existence is
continued without limitation of time, as described under &#147;&#151;Eligible Tender Offer&#148; above, no later than the Termination Date, the Fund will cease investment operations, retire or redeem its leverage facilities, liquidate its investment
portfolio (to the extent possible) and, on or after the Termination Date, the Fund will distribute all of its liquidated net assets to Common Shareholders of record in one or more distributions. In determining whether to extend the Fund&#146;s term,
the Board of Trustees may consider a number of factors, including, without limitation, whether the Fund would be unable to sell its assets at favorable prices in a time frame consistent with the Termination Date
</P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>10 </B></P>


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due to lack of market liquidity or other adverse market conditions, or whether market conditions are such that it is reasonable to believe that, with an extension, the Fund&#146;s remaining
assets would appreciate and generate income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing the Fund&#146;s operations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors and Nuveen Asset Management will seek to manage the Fund&#146;s investment portfolio consistent with the Fund&#146;s obligation to cease
operations on the Termination Date. To that end, Nuveen Fund Advisors and Nuveen Asset Management intend to seek investments that they reasonably expect can be sold or otherwise exited at favorable prices on or before the Termination Date. However,
there is no assurance that a market or other exit strategy will be available for the Fund&#146;s less liquid investments. As the Termination Date approaches, Nuveen Fund Advisors and Nuveen Asset Management expect to seek to liquidate the
Fund&#146;s less liquid investments. As a result, based on prevailing market conditions, available investment opportunities and other factors, the Fund may invest the proceeds from the sale of such investments in money market mutual funds, cash,
cash equivalents, securities issued or guaranteed by the U.S.&nbsp;government or its instrumentalities or agencies, high quality <FONT STYLE="white-space:nowrap">short-term</FONT> money market instruments,
<FONT STYLE="white-space:nowrap">short-term</FONT> debt securities, certificates of deposit, bankers&#146; acceptances and other bank obligations, commercial paper or other liquid debt securities. As a result, as the Termination Date approaches, the
Fund&#146;s monthly cash distributions may decline, and there can be no assurance that the Fund will achieve its investment objective or that its investment strategies will be successful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Depending on a variety of factors, including the performance of the Fund&#146;s investment portfolio over the period of its operations, the amount distributed
to Common Shareholders in connection with its termination or paid to participating Common Shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than such Common Shareholders&#146; original
investment. The Fund&#146;s final distribution to Common Shareholders on the Termination Date and the amount paid to participating Common Shareholders upon completion of an Eligible Tender Offer will be based upon the Fund&#146;s NAV at such time,
and initial investors and any investors that purchase Common Shares after the completion of this offering may receive less, and potentially significantly less, than their original investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Fund&#146;s assets will be liquidated in connection with its termination or to pay for Common Shares tendered in an Eligible Tender Offer, the
Fund may be required to sell portfolio investments when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. The Fund will make a distribution on the Termination Date of all
cash raised from the liquidation of its assets prior to that time. However, given the nature of certain of the Fund&#146;s investments, the Fund may be unable to liquidate certain of its investments until the Termination Date. In this case, the Fund
may make one or more additional distributions after the Termination Date of any cash received from the ultimate liquidation of those investments. This would delay distribution payments, perhaps for an extended period of time, and there can be no
assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will equal the Fund&#146;s NAV on the Termination Date, depending on the ultimate results of such post-Termination Date
asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, the Board of Trustees determines it is in the best interests of the Fund, the Fund may transfer any portfolio investments that remain unsold on the
Termination Date to a liquidating trust and distribute interests in such liquidating trust to Common Shareholders as part of the Fund&#146;s final distribution. Interests in the liquidating trust are expected to be nontransferable, except by
operation of law. The liquidating trust will seek to liquidate such remaining investments for the benefit of the Common Shareholders as soon as practicable following the Termination Date. However, there can be no assurance as to the timing of or the
value obtained from such liquidation. See &#147;Risks&#151;Fund Level Risks&#151;Limited Term and Tender Offer Risks.&#148; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>LEVERAGE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
Fund anticipates using leverage to pursue its investment objective. The Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage initially and throughout the life of the Fund through a number of methods including
through borrowings, issuing preferred shares of beneficial interest (&#147;Preferred Shares&#148;), the issuance of debt securities, entering into reverse repurchase agreements (effectively a borrowing), and investing in residual interest
certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic effect of leverage because the Fund&#146;s investment exposure to the underlying bonds held by the trust have been effectively financed
by the trust&#146;s issuance of floating rate certificates. In addition, the Fund may use derivatives that may have the economic effect of leverage. The sources of leverage will vary depending on market conditions. See &#147;Leverage,&#148; &#147;
Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk,&#148; and &#147;Portfolio Composition and Other Information&#151;Derivatives.&#148; The Fund anticipates using such leverage in an aggregate amount equal to approximately
35% of the Fund&#146;s Managed Assets, if current market conditions persist. The Fund may employ leverage through the&nbsp;issuance of Preferred Shares within 12&nbsp;months after the completion of this offering, but may do so only if the Board of
Trustees determines it to be in the best interests of Common Shareholders. </P> <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In pursuit of its investment objective, the Fund has the ability to reduce or increase the
amount and type of leverage based upon changes in market conditions, composition of the Fund&#146;s holdings and remaining time until the Fund&#146;s Termination Date. The Fund&#146;s leverage ratio will vary from time to time based upon such
changes in the amount of leverage used and variations in the value of the Fund&#146;s holdings. So long as the net rate of income received on the Fund&#146;s investments purchased with leverage proceeds exceeds the then current expense on any
leverage, the investment of leverage proceeds will generate more net income than if the Fund had not used leverage. If so, the excess net income will be available to pay higher distributions to Common Shareholders. However, if the rate of net income
received from the Fund&#146;s portfolio investments purchased with leverage is less than the then current expense on outstanding leverage, the Fund may be required to utilize other Fund assets to make expense payments on outstanding leverage, which
may result in a decline in Common Share NAV and reduced net investment income available for distribution to Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund pays a
management fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund&#146;s use of most types of
leverage (excluding the leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund&#146;s net assets as well as assets that are attributable to the Fund&#146;s investment of the
proceeds of its leverage, it is anticipated that the Fund&#146;s Managed Assets will be greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management will be responsible for using leverage to pursue the Fund&#146;s investment
objective. Nuveen Fund Advisors and Nuveen Asset Management will base their decision regarding whether and how much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether such use of leverage is in the best
interests of the Fund. However, a decision to employ or increase leverage will have the effect, all other things being equal, of increasing Managed Assets, and in turn Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s management fees.
Thus, Nuveen Fund Advisors and Nuveen Asset Management may have a conflict of interest in determining whether to use or increase leverage. Nuveen Fund Advisors and Nuveen Asset Management will seek to manage that potential conflict by recommending
to the Board of Trustees to leverage the Fund (or increase such leverage) only when they determine that such action would be in the best interests of the Fund and its Common Shareholders, and by periodically reviewing with the Board of Trustees the
Fund&#146;s performance and the impact of the use of leverage on that performance. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may borrow for temporary purposes as permitted by the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The use of leverage creates additional risks for Common Shareholders, including increased variability of the Fund&#146;s NAV, net income and distributions in
relation to market changes. See &#147;Leverage&#148; and &#147;Risks&#151;Fund Level Risks&#151;Leverage Risk.&#148; There is no assurance that the Fund will use leverage or that the Fund&#146;s use of leverage will work as planned or achieve its
goals. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>DISTRIBUTIONS </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will pay monthly distributions stated in terms of a fixed number of cents per Common Share. The Fund&#146;s distributions will be composed of net
investment income and supplemental amounts generally representing realized capital gains and/or a return of capital. The return of capital component of a Fund distribution may (but will not necessarily) represent unrealized capital gains. A return
of capital is a <FONT STYLE="white-space:nowrap">non-taxable</FONT> distribution of a portion of the Fund&#146;s capital.&nbsp;When the Fund returns (including unrealized capital appreciation) exceed distributions, return of capital may represent
portfolio gains earned, but not realized as a taxable capital gain.&nbsp;In periods when the Fund returns fall short of distributions, a return of capital will represent a portion of a shareholder&#146;s original principal. Such shortfall may be
offset during other time periods over the life of their investment (previous or subsequent) when the Fund&#146;s total return exceeds distributions. A return of capital reduces a shareholder&#146;s tax cost basis (but not below zero) in Fund shares,
which would result in more taxable gain or less taxable loss when the shareholder sells their shares. Monthly distributions, including such supplemental amounts, represent the potential for capital appreciation and are sometimes referred to as
&#147;managed distributions.&#148; The Fund&#146;s managed distribution policy is pursuant to an exemptive order issued by the SEC, which permits the Fund to distribute long-term capital gains to shareholders more frequently than once per year. The
Fund will seek to establish a Common Share distribution rate that roughly corresponds to Nuveen Fund Advisors&#146; projections of the total return that could reasonably be expected to be generated by the Fund&#146;s Common Shares over an extended
period of time, although the distribution rate will not be solely dependent on the amount of income earned or capital gains realized. Nuveen Fund Advisors, in making such projections, may consider long-term historical returns of the types of
investments in the portfolio, current and expected portfolio composition, current market sentiment, and a variety of other factors. Distributions can only be made after paying any interest and required principal payments on borrowings, if any, and
any accrued dividends to preferred shareholders, if any. The Fund expects to declare its initial Common Share distribution within approximately 30 days following the completion of this offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If, for any monthly distribution, net investment income and net realized capital gains were less than the amount of the distribution, the difference would be
distributed from the Fund&#146;s assets. In order to raise cash for such distributions, the Fund expects to sell portfolio investments. Such portfolio sales may occur at a time when independent investment judgment might not otherwise have dictated
such action. The Fund may make additional distributions, or include within the Fund&#146;s final distribution for each calendar year, amounts representing any remaining net investment income and net realized capital gains not distributed during the
year. See &#147;Distributions&#148; for additional information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s actual financial performance will likely vary significantly from <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">month-to-month</FONT></FONT> and from <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-year,</FONT></FONT> and there may be extended periods when the distribution
rate will exceed the Fund&#146;s actual total returns. The Fund&#146;s projected or actual distribution rate is not a prediction of what the Fund&#146;s actual total returns will be over any specific future period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As portfolio and market conditions change, the portion of the Fund&#146;s distributions composed of net investment income, realized capital gain and return of
capital will vary. The Fund may also change the rate of distributions on the Common Shares and the Fund&#146;s distribution policy in response to changes in </P>
</div></div>

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  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
portfolio and market conditions. Shareholders should not assume that the source of a distribution from the Trust is net income or profit. To the extent that the total return of the Fund&#146;s
overall strategy exceeds the distribution rate for an extended period, the Fund may be in a position either to increase the distribution rate or to distribute supplemental amounts to shareholders, or both. Conversely, if the total return of the
Fund&#146;s overall strategy is less than the distribution rate for an extended period of time, the Fund will effectively be drawing upon its assets to meet payments prescribed by its distribution policy. Similarly, for tax purposes such
distributions by the Fund may consist in part of a return of capital to Common Shareholders. The exact tax characteristics of the Fund&#146;s Common Share distributions will not be known until after the Fund&#146;s fiscal <FONT
STYLE="white-space:nowrap">year-end.</FONT> Common Shareholders should not confuse a return of capital distribution with &#147;dividend yield&#148; or &#147;total return.&#148; At the same time that it pays a monthly distribution, the Fund will post
on its website (www.nuveen.com/cef), and make available in written form to holders of its Common Shares, a notice of the estimated sources and tax characteristics of the Fund&#146;s distributions (<I>i.e.</I>, what percentage of the distributions is
estimated to constitute ordinary income, short-term capital gains, long-term capital gains, and/or a <FONT STYLE="white-space:nowrap">non-taxable</FONT> return of capital) on a
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">year-to-date</FONT></FONT> basis, in compliance with a federal securities law requirement that any fund paying a distribution from sources other than net investment income disclose to
shareholders the respective portion attributable to such other sources. These estimates may be based on certain assumptions about the Fund&#146;s expected investment returns and the realization of net gains, if any, over the remaining course of the
year. These estimates may, and likely will, vary over time based on the activities of the Fund and&nbsp;changes in the value of portfolio investments. The final determination of the source and tax characteristics of all distributions will be made
after December&nbsp;31 in each year, and reported to Common Shareholders on Form <FONT STYLE="white-space:nowrap">1099-DIV</FONT> early the following year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As explained more fully below in &#147;Tax Matters,&#148; the Fund intends to distribute to Common Shareholders any net capital gain (which is the excess of
net long-term capital gain over net short-term capital loss) for each taxable year through its managed distributions or, alternatively, to retain all or a portion of the year&#146;s net capital gain and pay U.S. federal income tax on the retained
gain. Each Common Shareholder of record as of the end of the Fund&#146;s taxable year will include in income for U.S. federal income tax purposes, as long-term capital gain, their share of any retained gain (provided that the Fund designates such
retained gain for inclusion by such Common Shareholder), will be deemed to have paid their proportionate share of the tax paid by the Fund on such retained gain, and will be entitled to an income tax credit or refund for that share of the tax. The
Fund may treat any retained capital gain amount as a substitute for equivalent cash distributions. In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds the Fund&#146;s net investment
income and net realized long-term capital gains for that calendar year, in which case the excess will generally be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder&#146;s tax basis (but
not below zero), which would result in more taxable gain or less taxable loss when the shareholder sells their shares. This may cause the shareholder to pay taxes even if he or she sells shares for less than the original price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time upon notice to
Common Shareholders, upon a determination by the Fund&#146;s Board of Trustees that such change is in the best interests of the Fund and its Common Shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>AUTOMATIC REINVESTMENT </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Distributions will be automatically
reinvested in additional Common Shares under the Fund&#146;s Dividend Reinvestment Plan unless a Common Shareholder elects to receive cash. See &#147;Distributions,&#148; &#147;Dividend Reinvestment Plan&#148; and &#147;Tax Matters.&#148; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT ADVISER AND SUBADVISER </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Investment adviser </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors is the Fund&#146;s
investment adviser, responsible for overseeing the Fund&#146;s overall investment strategy and its implementation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors offers advisory
and investment management services to a broad range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund&#146;s portfolio, manages the Fund&#146;s business
affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333&nbsp;West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen LLC
(&#147;Nuveen&#148;), the investment management arm of Teachers Insurance and Annuity Association of America (&#147;TIAA&#148;). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the
companion organization of College Retirement Equities Fund. As of December 31, 2020, Nuveen managed approximately $1.2 trillion in assets, of which approximately $156.5&nbsp;billion was managed by Nuveen Fund Advisors. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Subadviser </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management, a registered investment
adviser, is the Fund&#146;s subadviser responsible for investing the Fund&#146;s Managed Assets. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Management fees </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will pay Nuveen Fund Advisors an
annual management fee, payable monthly in arrears, in a maximum amount equal to 1.00% of the Fund&#146;s average daily Managed Assets. This maximum fee is equal to the sum of two components&#151;a &#147;fund-level fee,&#148; based only on the amount
of assets within the Fund, and a &#147;complex-level fee,&#148; based upon the aggregate amount of all eligible assets of all Nuveen Funds (as described in &#147;Management of the Fund&#151;Investment Management and Subadvisory
Agreements&#151;Complex-Level Fee&#148;). The fund-level fee is a maximum of 0.8000% of the Fund&#146;s average daily Managed Assets, with lower fees for assets that exceed $500 million. The complex-level fee begins at a maximum of 0.2000% of
average daily Managed Assets, based upon complex-wide eligible assets of $55 billion, with lower fees for eligible assets above that level. For more information, see &#147;Management of the Fund&#151;Investment Management and Subadvisory
Agreements.&#148; Based on eligible assets as of December 31, 2020, the complex-level fee would be 0.1557% of Managed Assets, and the total fee to Nuveen Fund Advisors would be&nbsp;0.9557% of Managed Assets (assuming Managed Assets of $500 million
or less). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to an investment subadvisory agreement between Nuveen Fund Advisors and Nuveen Asset Management, Nuveen Fund Advisors will pay Nuveen
Asset Management a portfolio management fee equal to 50% of the investment management fee paid on the Fund&#146;s average daily Managed Assets. Nuveen Asset Management will be responsible for investing the Fund&#146;s Managed Assets. The amount of
fees paid to Nuveen Fund Advisors and Nuveen Asset Management will be higher if the Fund utilizes leverage because the fees will be calculated based on the Fund&#146;s Managed Assets, which may create an incentive for Nuveen Fund Advisors and Nuveen
Asset Management to seek to use or increase leverage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For more information on fees and expenses, including fees attributable to Common Shares, see
&#147;Summary of Fund Expenses&#148; and &#147;Management of the Fund.&#148; </P>
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 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>15 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>LISTING </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It is
anticipated that the Fund&#146;s Common Shares will be approved for listing on the New York Stock Exchange (&#147;NYSE&#148;), subject to notice of issuance. See &#147;Description of Shares and Debt&#151;Common Shares.&#148; The trading or
&#147;ticker&#148; symbol of the Common Shares is &#147;NPCT.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>CUSTODIAN AND TRANSFER AGENT </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B></B>State Street Bank and Trust Company will serve as the Fund&#146;s custodian, and Computershare Inc. and Computershare Trust Company, N.A. (collectively,
&#147;Computershare&#148;) will serve as the Fund&#146;s transfer agent. See &#147;Custodian and Transfer Agent.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B><A NAME="toc47790_100"></A>SPECIAL RISK
CONSIDERATIONS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B></B>Investment in the Fund involves special risk considerations, which are summarized below. The risks have been divided into (i)
Portfolio Level Risks, (ii) Fund Level Risks, and (iii) Other Risks. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program. See &#147;Risks&#148; for a more complete
discussion of the special risk considerations of an investment in the Fund. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio level risks </B></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Impact Criteria and ESG Criteria Investing Risk.</I></B> Because the Impact Criteria
and/or Nuveen&#146;s ESG investment criteria may exclude investments of certain issuers for <FONT STYLE="white-space:nowrap">non-financial</FONT> reasons, the Fund may forgo some market opportunities available to funds that do not use these
criteria. This may cause the Fund to underperform the market as a whole or other funds that do not use an Impact Criteria or ESG investment strategy or that use a different methodology or different factors to determine an investment&#146;s impact
and/or ESG investment criteria. In addition, there is a risk that the companies identified by the Impact Criteria or Nuveen&#146;s ESG investment criteria do not operate as expected when addressing social and environmental impact and ESG issues. A
company&#146;s social and environmental impact and ESG performance or Nuveen Asset Management&#146;s assessment of a company&#146;s social and environmental impact and ESG performance could vary over time, which could cause the Fund to be
temporarily invested in companies that do not comply with the Fund&#146;s approach towards considering Impact Criteria or ESG investment criteria. There are significant differences in interpretations of what it means for a company to have positive
Impact Criteria or ESG investment criteria. While Nuveen Asset Management believes its evaluation of Impact Criteria and/or ESG investment criteria is reasonable, the portfolio decisions it makes may differ with other investors&#146; or
advisers&#146; views. In making investment decisions, Nuveen Asset Management relies on information and data that could be incomplete or erroneous, which could cause Nuveen Asset Management to incorrectly assess a company&#146;s Impact Criteria
and/or ESG investment criteria. The third-party data providers may differ in the data they provide for a given investment or between industries, or may only take into account one of many <FONT STYLE="white-space:nowrap">ESG-related</FONT> components
of a company. Accordingly, the information used by Nuveen Asset Management to evaluate the ESG criteria of the Fund&#146;s investments may not be complete or accurate, and may vary across providers and&nbsp;issuers, as ESG is not a uniformly defined
characteristic. Furthermore, data availability and reporting with respect to Impact Criteria or the ESG investment criteria may not always be available or may become unreliable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Active Management Risk.</I></B> The Fund is actively managed and depends heavily on Nuveen Asset Management&#146;s judgment about markets, interest
rates or the attractiveness, relative values, liquidity, or potential appreciation of particular investments made for the Fund&#146;s portfolio. The Fund could experience losses if these judgments prove to be incorrect. Additionally, legislative,
regulatory, or tax developments may adversely affect management of the Fund and, therefore, the ability of the Fund to achieve its investment objective. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Debt Securities Risk.</I></B> Issuers of debt instruments in which the Fund may invest may default on
their obligations to pay principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of a debt instrument experiencing non-payment and, potentially, a decrease in the NAV of the Fund.
There can be no assurance that liquidation of collateral would satisfy the issuer&#146;s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of an
issuer, the Fund could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing a security. To the extent that the credit rating assigned to a security in the Fund&#146;s portfolio is
downgraded, the market price and liquidity of such security may be adversely affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Below Investment Grade Risk. </I></B>Investments of below
investment grade quality are regarded as having speculative characteristics with respect to the issuer&#146;s capacity to pay interest and repay principal, and may be subject to higher price volatility and default risk than investment grade
investments of comparable terms and duration. Issuers of lower grade investments may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade investments are typically more
sensitive to negative developments, such as a decline in the issuer&#146;s revenues or a general economic downturn. The secondary market for lower rated investments may not be as liquid as the secondary market for more highly rated investments, a
factor which may have an adverse effect on the Fund&#146;s ability to dispose of a particular investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If a below investment grade investment goes
into default, or its issuer enters bankruptcy, it might be difficult to sell that investment in a timely manner at a reasonable price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Unrated
Investments Risk. </I></B>The Fund may purchase investments that are not rated by any rating organization. Unrated investments determined by Nuveen Asset Management to be of comparable quality to rated investments which the Fund may purchase may pay
a higher interest rate than such rated investments and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated investments or issuers than rated investments or issuers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management may, after assessing such investments&#146; credit quality, internally assign ratings to certain of those investments in categories
similar to those of rating organizations. Some unrated investments may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. To the extent that the
Fund invests in unrated investments, the Fund&#146;s ability to achieve its investment objective will be more dependent on Nuveen Asset Management&#146;s credit analysis than would be the case when the Fund invests in rated securities. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Restricted and Illiquid Investments Risk.</I></B> Illiquid investments are
investments that are not readily marketable. These investments may include restricted investments, including Rule 144A securities, which can not be resold to the public without an effective registration statement under the 1933 Act, or, if they are
unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such
investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect
the market price of investments, thereby adversely affecting the Fund&#146;s NAV and ability to make dividend distributions. The financial markets in general have in recent years experienced periods of extreme secondary market supply and demand
imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial
losses. Periods of such market dislocation may occur again at any time. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>CMBS and MBS Risk</I></B>. CMBS and MBS, including collateralized debt obligations and collateralized
mortgage obligations, differ from conventional debt securities because principal is paid back over the life of the security rather than at maturity. CMBS and MBS are subject to prepayment or call risk, which is the risk that a borrower&#146;s
payments may be received earlier than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, the Fund may reinvest these early payments at lower interest rates,
thereby reducing the Fund&#146;s income. CMBS and MBS also are subject to extension risk. An unexpected rise in interest rates could reduce the rate of prepayments and extend the life of the CMBS and MBS, causing the price of the CMBS and MBS and
the Fund&#146;s share price to fall and would make the CMBS and MBS more sensitive to interest rate changes. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool will adversely affect the value of CMBS and MBS and will
result in losses to the Fund. Privately issued mortgage-related securities are not subject to the same underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have government or
government-sponsored entity guarantee. As a result, the mortgage loans underlying privately issued mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government
or government-sponsored mortgage-related securities and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>ABS Risk</I></B>. ABS involve certain risks in addition to those presented by MBS. There is the possibility that recoveries on the underlying collateral
may not, in some cases, be available to support payments on these securities. Relative to MBS, ABS may provide the Fund with a less effective security interest in the underlying collateral and are more dependent on the borrower&#146;s ability to
pay. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as early
amortization, or early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include a significant rise in defaults on the
underlying loans, a sharp drop in the credit enhancement level or the bankruptcy of the originator. Once early amortization begins, all incoming loan payments (after expenses are paid) are used to pay investors as quickly as possible based upon a
predetermined priority of payment. As a result, proceeds that would otherwise be distributed to holders of a junior tranche may be diverted to pay down more senior tranches. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Municipal Securities Market Risk. </I></B>The amount of public information available about the municipal securities in the Fund&#146;s portfolio is
generally less than that for corporate equities or bonds, and the investment performance of the Fund may therefore be more dependent on the analytical abilities of Nuveen Asset Management than if the Fund were a stock fund or taxable bond fund. In
addition, the market for below investment grade municipal securities has experienced in the past, and may experience in the future, periods of significant volatility, which could negatively impact the value of the municipal securities in the
Fund&#146;s portfolio and the market price of the Common Shares. </P>  <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The outbreak of the novel coronavirus, known as <FONT STYLE="white-space:nowrap">COVID-19,</FONT> in
December 2019, and the resulting pandemic, has adversely impacted global commercial activity and has contributed to significant volatility in certain financial markets, including the municipal bond market. See &#147;&#151;Other Risks&#151;Global
Economic Risk.&#148; Due to the <FONT STYLE="white-space:nowrap">COVID-19</FONT> pandemic, the risks of the municipal securities market have been magnified. These risks have had, and will continue to have, a material adverse impact on local
economies and therefore on the governments in those localities. These risks may also adversely affect several sectors of the municipal bond market, such as retirement facilities, transportation facilities such as airports, hospitals and colleges,
among many others. All this has adversely affected the municipal securities market, and may continue to do so for an extended period. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Foreign/Emerging Markets Issuer Risk.</I></B> Investments in foreign issuers involve special risks not
presented by investments in U.S. issuers, including the following: (i) less publicly available information about foreign issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; (ii) many foreign markets
are smaller, less liquid and more volatile; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund&#146;s investments; (iv) the economies of foreign countries may grow at slower rates than
expected or may experience a downturn or recession; (v) the impact of economic, political, social or diplomatic events; (vi) possible seizure of a company&#146;s assets; (vii) restrictions imposed by foreign countries limiting the ability of foreign
issuers to make payments of principal and/or interest due to blockages of foreign currency exchanges or otherwise and (viii) withholding and other foreign taxes may decrease the Fund&#146;s return. These risks are more pronounced to the extent that
the Fund invests in issuers in emerging market countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Sovereign Government and Supranational Debt Risk.</I></B> Investments in sovereign debt,
including supranational debt, involves special risks. Foreign governmental issuers of debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of
default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Political conditions, especially a sovereign entity&#146;s willingness to meet the terms of its debt
obligations, are of considerable significance. The ability of a foreign sovereign issuer, especially an emerging market country, to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuer&#146;s balance
of payments, including export performance, its access to international credit facilities and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt, it
may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, as many
external debt obligations bear interest at rates which are adjusted based upon international interest rates. Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for
the repatriation of income, capital or proceeds of sales by foreign investors. There are no bankruptcy proceedings similar to those in the U.S. by which defaulted sovereign debt may be collected. </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Foreign Currency Risk.</I></B> Because the Fund may invest in investments denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency
exchange rates may affect the value of investments held by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may affect the value of investments denominated in such
currencies, which means that the Fund&#146;s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, certain countries, particularly emerging market countries, may impose foreign
currency exchange controls or other restrictions on the transferability, repatriation or convertibility of currency. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>U.S. Government Securities Risk. </I></B><B></B>U.S. government securities are guaranteed only as to the timely payment of interest and the payment of
principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and instrumentalities are supported by varying
degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities if it is not obligated by law
to do so. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Loan Risk.</I></B> The lack of an active trading market for certain loans may impair the ability of
the Fund to realize full value in the event of the need to sell a loan and may make it difficult to value such loans. Portfolio transactions in loans may settle in as short as seven days but typically can take up to two or three weeks, and in some
cases much longer. As a result of these extended settlement periods, the Fund may incur losses if it is required to sell other investments or temporarily borrow to meet its cash needs, including satisfying redemption requests. The risks associated
with unsecured loans, which are not backed by a security interest in any specific collateral, are higher than those for comparable loans that are secured by specific collateral. For secured loans, there is a risk that the value of any collateral
securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. Interests in loans made to finance highly leveraged companies or transactions such as corporate
acquisitions may be especially vulnerable to adverse changes in economic or market conditions. Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. However, in periods of high demand by lenders like
the Fund for loan investments, borrowers may limit these covenants and weaken a lender&#146;s ability to access collateral securing the loan; reprice the credit risk associated with the borrower; and mitigate potential loss. The Fund may experience
relatively greater realized or unrealized losses or delays and expenses in enforcing its rights with respect to loans with fewer restrictive covenants. Additionally, loans may not be considered &#147;securities&#148; and, as a result, the Fund may
not be entitled to rely on the anti-fraud protections of the securities laws. Because junior loans have a lower place in an issuer&#146;s capital structure and may be unsecured, junior loans involve a higher degree of overall risk than senior loans
of the issuer. The Fund&#146;s investments in floating rate loans that pay interest based on LIBOR may experience increased volatility and/or illiquidity during the transition away from LIBOR, which is scheduled to be phased out by the end of 2021.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Senior Loan Risk.</I></B> Senior loans hold the highest priority in the capital structure of a business entity, are typically secured with specific
collateral and have a claim on the assets and/or stock of the issuer that is senior to that held by subordinated debt holders and stockholders of the issuer. Senior loans that the Fund intends to invest in are usually rated below investment grade,
and share the same risks of other below investment grade debt instruments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Although the Fund may invest in senior loans that are secured by specific
collateral, there can be no assurance the liquidation of such collateral would satisfy an issuer&#146;s obligation to the Fund in the event of issuer default or that such collateral could be readily liquidated under such circumstances. If the terms
of a senior loan do not require the issuer to pledge additional collateral in the event of a decline in the value of the already pledged collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or
exceed the amount of the issuer&#146;s obligations under the senior loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event of the bankruptcy of an issuer, the Fund could also experience
delays or limitations with respect to its ability to realize the benefits of any collateral securing a senior loan. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate
the senior loans to presently existing or future indebtedness of the issuer or take other action detrimental to lenders, including the Fund. Such court action could under certain circumstances include invalidation of senior loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Issuer Credit Risk.</I></B> Issuers of investments in which the Fund may invest may default, or may be in default at the time of purchase, on their
obligations to pay, principal or interest when due. This <FONT STYLE="white-space:nowrap">non-payment</FONT> would result in a reduction of income to the Fund, a reduction in the value of a debt security experiencing
<FONT STYLE="white-space:nowrap">non-payment</FONT> and, potentially, a decrease in the NAV of the Fund. With respect to the Fund&#146;s investments that are secured, there can be no assurance that liquidation of collateral would satisfy the
issuer&#146;s obligation in the event of <FONT STYLE="white-space:nowrap">non-payment</FONT> of scheduled dividend, interest or principal or that </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
such collateral could be readily liquidated. In the event of the bankruptcy of an issuer, the Fund could experience delays or limitations with respect to its ability to realize the benefits of
any collateral securing an investment. To the extent that the credit rating assigned to an investment in the Fund&#146;s portfolio is downgraded, the market price and liquidity of such investment may be adversely affected. </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Credit Spread Risk. </I></B>Credit spread risk is the risk that credit spreads (<I>i.e.,</I> the difference in yield between investments 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 Fund&#146;s investments. Credit spreads often increase more for lower
rated and unrated investments than for investment grade investments. In addition, then credit spreads increase, reductions in market value will generally be greater for longer-maturity investments. </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Interest Rate Risk.</I></B> Generally, when market interest rates rise, <FONT STYLE="white-space:nowrap">fixed-income</FONT> security prices fall, and vice versa.
Interest rate risk is the risk that the debt securities in the Fund&#146;s portfolio will decline in value because of increases in market interest rates. As interest rates decline, issuers of debt securities may prepay principal earlier than
scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund&#146;s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking
in a below-market interest rate and reducing the Fund&#146;s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates
change. The Federal Reserve recently reduced the federal funds rate several times. Accordingly, the risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Call Risk.</I></B> The Fund may invest in securities that are subject to call risk. Debt instruments may be redeemed at the option of the issuer, or
&#147;called,&#148; before their stated maturity or redemption date. In general, an issuer will call its debt instruments if they can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the
possibility that during periods of falling interest rates, an issuer will call its high yielding debt. The Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund&#146;s
income. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Reinvestment Risk.</I></B> Reinvestment risk is the risk that income from the Fund&#146;s portfolio will decline if and when the Fund
invests the proceeds from matured, traded or called securities at market interest rates that are below the portfolio&#146;s current earnings rate. A decline in income could affect the Common Share&#146;s market price, NAV and/or overall returns. As
the average effective maturity of the Fund&#146;s portfolio shortens, the Fund will reinvest in shorter maturity securities at market interest rates that may be lower than at the Fund&#146;s inception. As a result, the Fund&#146;s income and
distributions may decline over the term of the Fund. The likelihood of this risk may increase as the Fund approaches its Termination Date. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Inverse Floating Rate Securities Risk.</I></B> The Fund may invest in inverse floating rate securities. Typically, inverse floating rate securities
represent beneficial interests in a special purpose trust (sometimes called a &#147;tender option bond trust&#148;) formed for the purpose of holding municipal bonds. See &#147;Portfolio Composition and Other Information&#151;Municipal
Bonds&#151;Inverse Floating Rate Securities.&#148; In general, income on inverse floating rate securities will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Inverse floating rate securities
generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Investments in inverse floating rate securities may subject the Fund to the risks of reduced or eliminated interest payments and losses of
principal. In addition, inverse floating rate securities may increase or decrease in value at a greater rate than the underlying fixed rate municipal bonds held by the tender option bond and interest rate, which effectively leverages the Fund&#146;s
investment. As a result, the market value of such securities generally will be more volatile than that of fixed rate securities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in inverse floating rate securities issued by special purpose trusts that have recourse
to the Fund. In Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the third party granting liquidity to the floating rate security holders of the
special purpose trust. The Fund may enter into such recourse agreements (i)&nbsp;when the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the special purpose trust exceeds the level that
the liquidity provider is willing to support absent such an agreement; and/or (ii)&nbsp;to seek to prevent the liquidity provider from collapsing the special purpose trust in the event that the municipal obligation held in the trust has declined in
value. Such an agreement would require the Fund to reimburse the third party granting liquidity to the floating rate security holders of the special purpose trust, upon termination of the trust issuing the inverse floater, the difference between the
liquidation value of the bonds held in the trust and the principal amount due to the holders of floating rate interests. In such instances, the Fund may be at risk of loss that exceeds its investment in the inverse floating rate securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investments in inverse floating rate securities issued by special purpose trusts that have recourse to the Fund may be highly leveraged. The
structure and degree to which the Fund&#146;s inverse floating rate securities are highly leveraged will vary based upon a number of factors, including the size of the trust itself and the terms of the underlying municipal security. In the event of
a significant decline in the value of an underlying security, the Fund may suffer losses in excess of the amount of its investment (up to an amount equal to the value of the municipal securities underlying the inverse floating rate securities) as a
result of liquidating special purpose trusts or other collateral required to maintain the Fund&#146;s anticipated leverage ratio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s
investment in inverse floating rate securities have the economic effect of leverage, which will create an opportunity for increased Common Share net income and returns, but will also create the possibility that Common Share long-term returns will be
diminished if the cost of leverage exceeds the return on the inverse floating rate securities purchased by the Fund. Inverse floating rate securities have varying degrees of liquidity based upon the liquidity of the underlying securities deposited
in a special purpose trust. The market price of inverse floating rate securities is more volatile than the underlying securities due to leverage. The leverage attributable to such inverse floating rate securities may be &#147;called away&#148; on
relatively short notice and therefore may be less permanent than more traditional forms of leverage. In certain circumstances, the likelihood of an increase in the volatility of NAV and market price of the Common Share may be greater for a fund
(like the Fund) that relies primarily on inverse floating rate securities to achieve a desired leverage ratio. The Fund may be required to sell its inverse floating rate securities at less than favorable prices, or liquidate other Fund portfolio
holdings in certain circumstances, including, but not limited to, the following: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">If the Fund has a need for cash and the securities in a special purpose trust are not actively trading due to
adverse market conditions; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">If the value of an underlying security declines significantly and if additional collateral has not been posted by
the Fund. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See &#147;Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Regulation S Securities Risk.</I></B> The risk that Regulation S securities may be less liquid than publicly traded securities. Regulation S securities
may not be subject to the disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result, Regulation S securities may involve a high degree of business and financial risk and may result in
losses. See &#147;Risks&#151;Fund Level Risks&#151;Subsidiary Risk.&#148; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Bond Market Liquidity Risk.</I></B> Inventories of 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 Fund&#146;s 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 changes to federal banking regulations may cause certain dealers to reduce their inventories of bonds, which may further decrease the Fund&#146;s ability to buy or sell
bonds. As a result, the Fund 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 Fund needed to
sell large blocks of bonds, those sales could further reduce the bonds&#146; prices and hurt performance. </P> <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Municipal Securities Market Liquidity Risk.
</I></B>Inventories of municipal securities 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
Fund&#146;s ability to buy or sell municipal securities at attractive prices, and increase municipal security price volatility and trading costs, particularly during periods of economic or market stress. The secondary market for municipal
securities, particularly the below investment grade municipal securities in which the Fund may invest, also tends to be less well-developed or liquid than many other securities markets, which may adversely affect the Fund&#146;s ability to sell its
municipal securities at attractive prices. In addition, recent federal banking regulations may cause certain dealers to reduce their inventories of municipal securities, which may further decrease the Fund&#146;s ability to buy or sell municipal
securities. As a result, the Fund 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 Fund needed
to sell large blocks of municipal securities to raise cash to meet its obligations, those sales could further reduce the municipal securities&#146; prices and hurt performance. The Fund may invest its assets in unrated municipal securities. The
market for these bonds may be less liquid than the market for rated municipal securities of comparable quality. Less public information is typically available about unrated municipal securities or issuers than rated municipal securities or issuers.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Defaulted and Distressed Investments Risk</I></B>. The Fund may invest in investments of an issuer that is in default or that is in bankruptcy or
insolvency proceedings at the time of purchase. In addition, the Fund may hold investments that at the time of purchase are not in default or involved in bankruptcy or insolvency proceedings, but may later become so. Moreover, the Fund may invest in
investments either rated CCC or lower, or unrated but judged by Nuveen Asset Management to be of comparable quality. Some or many of these <FONT STYLE="white-space:nowrap">low-rated</FONT> investments, although not in default, may be
&#147;distressed,&#148; meaning that the issuer is experiencing financial difficulties or distress at the time of acquisition. Such investments would present a substantial risk of future default which may cause the Fund to incur losses, including
additional expenses, to the extent it is required to seek recovery upon a default in the payment of principal or interest on those investments. In any reorganization or liquidation proceeding relating to a portfolio investment, the Fund may lose its
entire investment or may be required to accept cash or investments with a value less than its original investment. Defaulted or distressed investments may be subject to restrictions on resale. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Derivatives Risk. </I></B>The Fund&#146;s use of derivatives involves risks different from, and possibly greater than, the risks associated with
investing directly in the investments underlying the derivatives. If the Fund enters into a derivative transaction, it could lose more than the principal amount invested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The risks associated with derivatives transactions include (i)&nbsp;the imperfect correlation between the value of such instruments and the underlying assets,
(ii)&nbsp;the possible default of the counterparty to the transaction, (iii)&nbsp;illiquidity of the derivative instruments, and (iv)&nbsp;high volatility losses caused by unanticipated market movements, which are potentially unlimited. In addition,
as the protection seller in </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
a credit default swap, the Fund effectively adds leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment
exposure on the notional amount of the swap. Although both <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> (&#147;OTC&#148;) and exchange-traded derivatives markets may experience a lack of liquidity,
OTC <FONT STYLE="white-space:nowrap">non-standardized</FONT> derivative transactions are generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets may be due to various factors, including congestion,
disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures. In addition, daily limits on price fluctuations and speculative
position limits on exchanges on which the Fund may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the Fund to the potential of greater losses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Whether the Fund&#146;s use of derivatives is successful will depend on, among other things, Nuveen Fund Advisors and Nuveen Asset Management correctly
forecasting market circumstances, liquidity, market values, interest rates and other applicable factors. If Nuveen Fund Advisors and Nuveen Asset Management incorrectly forecast these and other factors, the investment performance of the Fund will be
unfavorably affected. In addition, there can be no assurance that the derivatives investing techniques, as they may be developed and implemented by the Fund, will be successful in mitigating risk or achieving the Fund&#146;s investment objective.
The use of derivatives to enhance returns may be particularly speculative. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may enter into various types of derivatives transactions, including
financial futures contracts, swap contracts (including interest rate, total return and credit default swaps), options on financial futures, options on swap contracts and other derivative instruments consistent with the Fund&#146;s investment
objective and policies. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio investments transactions. In addition, the use of derivatives
requires an understanding by Nuveen Fund Advisors and Nuveen Asset Management of not only the referenced asset, rate or index, but also of the derivative itself. The derivatives market is subject to a changing regulatory environment. It is possible
that regulatory or other developments in the derivatives market, including the SEC&#146;s recently adopted new Rule&nbsp;18f-4 under the 1940&nbsp;Act, which imposes limits on the amount of derivatives a fund can enter into, could adversely affect
the Fund&#146;s ability to successfully use derivative instruments. See &#147;Risks&#151;Portfolio Level Risks&#151;Derivatives Risk,&#148; &#147;&#151;Counterparty Risk,&#148; &#147;&#151;Hedging Risk,&#148; and the SAI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Hedging Risk. </I></B>The Fund&#146;s use of derivatives or other transactions to reduce risks involves costs and will be subject to Nuveen Asset
Management&#146;s ability to correctly predict changes in the relationships of such hedge instruments to the Fund&#146;s portfolio holdings or other factors. No assurance can be given that Nuveen Asset Management&#146;s judgment in this respect will
be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Risk of Swaps and Swap Options. </I></B>The Fund may enter into derivatives instruments including credit default swap contracts, total return swap
contracts and interest rate swaps. If Nuveen Fund Advisors and/or Nuveen Asset Management is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of the Fund 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 Fund effectively adds leverage to its portfolio because, in addition to being subject to investment exposure on its total
net assets, the Fund is subject to investment exposure on the notional amount of the swap. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund generally may only close out a swap, cap, floor,
collar or other <FONT STYLE="white-space:nowrap">two-party</FONT> contract with its particular counterparty, and generally may only transfer a position with the consent of that counterparty. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Because they are <FONT STYLE="white-space:nowrap">two-party</FONT> contracts and because they may have terms of greater than seven days, swap agreements may be considered illiquid. In addition,
the price at which the Fund may close out such a <FONT STYLE="white-space:nowrap">two-party</FONT> contract may not correlate with the price change in the underlying reference asset. Moreover, the Fund bears the risk of loss of the amount expected
to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there can be no assurance that the counterparty will be able
to meet its contractual obligations or that the Fund will succeed in enforcing its rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may write (sell) and purchase put and call swap
options. When the Fund 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. When the Fund writes a swap option, upon exercise of the option the Fund would become
obligated according to the terms of the underlying agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Financial Futures and Options Transactions Risk.</I></B> The Fund may use certain
transactions for hedging the portfolio&#146;s exposure to credit risk and the risk of increases in interest rates, which could result in poorer overall performance for the Fund. The Fund&#146;s use of certain transactions to reduce risk involves
costs and will be subject to Nuveen Asset Management&#146;s ability to predict correctly changes in the relationships of such hedge instruments to the Fund&#146;s portfolio holdings or other factors. No assurance can be given that Nuveen Asset
Management&#146;s judgment in this respect will be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There are certain risks associated with the use of financial futures and options to hedge investment portfolios. There may be an imperfect correlation between
price movements of the futures and options and price movements of the portfolio securities being hedged. Losses may be incurred in hedging transactions, which could reduce the portfolio gains that might have been realized if the hedging transactions
had not been entered into. If the Fund engages in futures transactions or in the writing of options on futures, it will be required to maintain initial margin and maintenance margin and may be required to make daily variation margin payments in
accordance with applicable rules of the exchanges and the Commodity Futures Trading Commission (&#147;CFTC&#148;). If the Fund purchases a financial futures contract or a call option or writes a put option in order to hedge the anticipated purchase
of securities, and if the Fund fails to complete the anticipated purchase transaction, the Fund may have a loss or a gain on the futures or options transaction that will not be offset by price movements in the securities that were the subject of the
anticipatory hedge. The cost of put options on debt securities or indexes effectively increases the cost of the securities subject to them, thereby reducing the yield otherwise available from these securities. If the Fund decides to use futures
contracts or options on futures contracts for hedging purposes, the Fund will be required to establish an account for such purposes with one or more CFTC-registered futures commission merchants. A futures commission merchant could establish initial
and maintenance margin requirements for the Fund that are greater than those which would otherwise apply to the Fund under applicable rules of the exchanges and the CFTC. There can be no assurance that a liquid market will exist at a time when the
Fund seeks to close out a derivatives or futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed. See &#147;Risks&#151;Portfolio Level Risks&#151;Risk of Financial Futures
and Options Transactions.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Tax Risk.</I></B><I> </I>The value of the Fund&#146;s investments and its NAV may be adversely affected by changes
in tax rates and rules. For example, although the Fund does not anticipate satisfying the requirements to enable it to pay tax-exempt dividends to shareholders, because interest income from municipal securities is normally not subject to U.S.
regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in U.S. federal income tax rates or changes in the tax exempt status of interest income from municipal
securities. Additionally, the Fund is not a </P>
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  <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
suitable investment for investors seeking primarily tax free income since, as just described, the Fund does not anticipate satisfying the requirements to enable it to pay tax-exempt dividends to
shareholders. Also, the Fund&#146;s portfolio turnover is expected to be higher than that of a traditional municipal bond fund and the Fund therefore expects that a greater percentage of each distribution will be capital gains with investors being
subject to tax on such distributed gain (depending on the investor&#146;s situation). As a result, the level of taxable distributions currently anticipated by the Fund could be significant for Common Shareholders. Distributions of taxable ordinary
income (including any net short-term capital gain) will be taxable to shareholders as ordinary income (and generally not expected to be eligible for favorable taxation as &#147;qualified dividend income&#148;), and capital gain dividends will be
taxable as long-term capital gains. Interest income on municipal securities also may be subject to state and local income taxes. See &#147;Tax Matters.&#148; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Inflation Risk.</I></B><I> </I>Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as
inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Other Investment
Companies Risk. </I></B>The Fund may invest in the securities of other investment companies, including ETFs. Such securities may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and
therefore magnify the Fund&#146;s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. An investment in securities of other investment companies that are leveraged may expose the Fund to higher
volatility in the market value of such securities and the possibility that the Fund&#146;s long-term returns on such securities (and, indirectly, the long-term returns of the Common Shares) will be diminished. The Fund, as a holder of the securities
of other investment companies, will bear its pro rata portion of the other investment companies&#146; expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund&#146;s own operations. As a result, the cost
of investing in investment company shares may exceed the costs of investing directly in its underlying investments. Investing in an investment company exposes the Fund to all of the risks of that investment company&#146;s investments. An ETF that is
based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective
component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value
of shares of ETFs and <FONT STYLE="white-space:nowrap">closed-end</FONT> funds may differ from their NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Valuation Risk. </I></B><B></B>The
investments in which the Fund 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 Fund will be able to sell a portfolio investment at the price established by the pricing service, which could result in a loss to the Fund. Pricing services
generally price debt securities assuming orderly transactions of an institutional &#147;round lot&#148; size, but some trades may occur in smaller, &#147;odd lot&#148; sizes, often at lower prices than institutional round lot trades. Different
pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were to change pricing services, or if the Fund&#146;s
pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund&#146;s NAV. </P>  <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Fund level risks </B></P>
 <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Market Discount from Net Asset Value</I></B>. Shares of closed-end investment companies like the Fund frequently trade at prices lower than their
net asset value (&#147;NAV&#148;), which creates a risk of loss for investors when they sell shares purchased in the initial public offering. This characteristic is a risk </P>
</div></div>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
separate and distinct from the risk that the Fund&#146;s NAV could decrease as a result of investment activities. The Common Shares are designed primarily for long-term investors, and you should
not view the Fund as a vehicle for short-term trading purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Investment and Market Risk</I></B>. An investment in Common Shares is subject to
investment risk, including the possible loss of the entire principal amount that you invest. Your investment in Common Shares represents an indirect investment in the investments owned by the Fund. Your Common Shares at any point in time may be
worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Leverage
Risk.</I></B> The use of leverage creates special risks for Common Shareholders, including potential interest rate risks and the likelihood of greater volatility of NAV and market price of, and distributions on, the Common Shares. The use of
leverage in a declining market will likely cause a greater decline in Common Share NAV, which may result in a greater decline of the Common Share price, than if the Fund were not to have used leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will pay (and Common Shareholders will bear) any costs and expenses relating to the Fund&#146;s use of leverage, which will result in a reduction in
the NAV of the Common Shares. Nuveen Fund Advisors may, based on its assessment of market conditions, composition of the Fund&#146;s holdings and remaining time until the Fund&#146;s Termination Date, increase or decrease the amount of leverage.
Such changes may impact the Fund&#146;s distributions and the price of the Common Shares in the secondary market. There is no assurance that the Fund will utilize leverage or that the Fund&#146;s use of leverage will be successful. Furthermore, the
amount of fees paid to Nuveen Fund Advisors and Nuveen Asset Management for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Fund&#146;s Managed Assets&#151;this may create an
incentive for Nuveen Fund Advisors and Nuveen Asset Management to leverage the Fund or increase the Fund&#146;s leverage. See &#147;Leverage.&#148; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Reverse Repurchase Agreement Risk.</I></B> Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase
the securities at an agreed-upon price and date, thereby establishing an effective interest rate. The Fund&#146;s use of reverse repurchase agreements, in economic essence, constitute a securitized borrowing by the Fund from the security purchaser.
The Fund may enter into reverse repurchase agreements for the purpose of creating a leveraged investment exposure and, as such, their usage involves essentially the same risks associated with a leveraging strategy generally since the proceeds from
these agreements may be invested in additional securities. Reverse repurchase agreements tend to be short-term in tenor, and there can be no assurances that the purchaser (lender) will commit to extend or &#147;roll&#148; a given agreement upon its
agreed-upon repurchase date or an alternative purchaser can be identified on similar terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reverse repurchase agreements also involve the risk that the
purchaser fails to return the securities as agreed upon, files for bankruptcy or becomes insolvent. The Fund may be restricted from taking normal portfolio actions during such time, could be subject to loss to the extent that the proceeds of the
agreement are less than the value of securities subject to the agreement and may experience adverse tax consequences. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Limited Term and Tender Offer
Risks.</I></B> The Fund is scheduled to terminate as of the Stated Termination Date. The Fund&#146;s investment objective is not designed to return to Common Shareholders their original NAV or purchase price. Because the assets of the Fund will be
liquidated in connection with its termination or to pay for Common Shares tendered in an Eligible Tender Offer, the Fund may be required to sell portfolio investments when it otherwise would not, including at times when market conditions are not
favorable, or at a time when a particular investment is in default or bankruptcy, or otherwise in severe distress, which may cause the Fund to lose money. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Fund conducts an Eligible Tender Offer, and the tender offer is completed, it is anticipated that
funds to pay the aggregate purchase price of Common Shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio investments. In addition, the Fund may be
required to dispose of portfolio investments in connection with any reduction in its outstanding leverage necessary in order to maintain its desired leverage ratios following an Eligible Tender Offer. The risks related to the disposition of
portfolio investments in connection with termination also would be present in connection with the disposition of portfolio investments in connection with an Eligible Tender Offer. It is likely that during the pendency of an Eligible Tender Offer,
and possibly for a time thereafter, the Fund will hold a greater than normal percentage of its total assets in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or
agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers&#146; acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the
Fund&#146;s investment performance. If the tax basis for the portfolio investments sold is less than the sale proceeds, the Fund will recognize capital gains, which it may be required to distribute to Common Shareholders. In addition, the
Fund&#146;s purchase of tendered Common Shares pursuant to an Eligible Tender Offer will have tax consequences for tendering Common Shareholders and may have tax consequences for <FONT STYLE="white-space:nowrap">non-tendering</FONT> Common
Shareholders. The purchase of Common Shares pursuant to an Eligible Tender Offer will have the effect of increasing the proportionate interest in the Fund of <FONT STYLE="white-space:nowrap">non-tendering</FONT> Common Shareholders. All Common
Shareholders remaining after an Eligible Tender Offer will be subject to proportionately higher expenses due to the reduction in the Fund&#146;s total assets resulting from payment for the tendered Common Shares. Such reduction in the Fund&#146;s
total assets also may result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on the Fund&#146;s investment performance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is not required to conduct an Eligible Tender Offer. If the Fund conducts an Eligible Tender Offer, there can be no assurance that the number of
tendered Common Shares would not result in the Fund&#146;s net assets totaling less than the Termination Threshold, in which case the Eligible Tender Offer will be terminated, no Common Shares will be repurchased pursuant to the Eligible Tender
Offer and the Fund will terminate on the Termination Date. Following the completion of an Eligible Tender Offer in which the number of tendered Common Shares would result in the Fund&#146;s net assets totaling greater than the Termination Threshold,
the Board of Trustees may provide that the Fund may continue without limitation of time, upon the affirmative vote of a majority of the Board of Trustees and without a vote of shareholders. Nuveen Fund Advisors may have a conflict of interest in
recommending to the Board of Trustees that the Fund have a continued existence without limitation of time. The Fund is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to a continued existence
without limitation of time. Therefore, remaining Common Shareholders may not have another opportunity to participate in a tender offer. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently trade at
a discount from their NAV, and as a result remaining Common Shareholders may only be able to sell their Common Shares at a discount to NAV. See &#147;Risks&#151;Fund Level Risks&#151;Market Discount from Net Asset Value.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s final distribution to Common Shareholders upon termination of the Fund will be based upon the Fund&#146;s NAV at the Termination Date. Any
investors who purchase Common Shares in this offering, and any investors who purchase Common Shares after the completion of this offering (particularly if their purchase price differs meaningfully from the original offering price) may receive less
than their original investment. Rather than reinvesting the proceeds of its investments, the Fund may also distribute the proceeds in one or more distributions prior to the final liquidation, which may cause the Fund&#146;s fixed expenses to
increase when expressed as a percentage of net assets attributable to Common Shares. Depending upon a variety of factors, including the performance of the Fund&#146;s portfolio over the life of the Fund, the amount distributed to Common Shareholders
may be significantly less than their original investment. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Fund will invest in below investment grade investments, it may be exposed to the greater
potential for an issuer of its investments to default, as compared to a fund that invests solely in investment grade investments. As a result, should a Fund portfolio holding default, this may significantly reduce net investment income and,
therefore, Common Share dividends; and may prevent or inhibit the Fund from fully being able to liquidate its portfolio at or prior to the Termination Date. See &#147;Risks&#151;Portfolio Level Risks&#151;Below Investment Grade Risk.&#148; </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Distribution Risk.</I></B> The Fund&#146;s distributions will be composed of net investment income and a supplemental amount generally representing the potential for
capital appreciation, which will take the form of realized capital gains and/or a return of capital. The return of capital component of a Fund distribution may (but will not necessarily) represent unrealized capital gains. A return of capital is a
non-taxable distribution of a portion of the Fund&#146;s capital. If over the life of a shareholder&#146;s investment, the total return of the Fund&#146;s overall strategy is less than the distribution rate, a return of capital will represent a
portion of a shareholder&#146;s original principal (in effect a partial return of the amount a shareholder invested in the Fund). A return of capital reduces a shareholder&#146;s tax cost basis (but not below zero) in Fund shares, which could result
in more taxable gain or less taxable loss when the shareholder sells their shares. This may cause the shareholder to pay taxes even if he or she sells shares for less than the original price. The Fund&#146;s distribution policy, rate of
distributions on the Common Shares and the portion of distributions composed of net investment income, realized capital gain and return of capital may vary over time. Shareholders who periodically receive the payment of a distribution consisting of
a return of capital may be under the impression that they are receiving net income or profits when they are not. Shareholders should not assume that the source of a return of capital distribution from the Fund is net income or profit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I></I></B><B><I>Subsidiary Risk.</I></B> By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary&#146;s
investments in Regulation S securities that are not freely tradable in the U.S. Regulation S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the SEC pursuant to
Regulation S of the 1933 Act. Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Although
Regulation S securities may be resold in privately negotiated transactions, the price realized from these sales could be less than the price originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject
to the disclosure of other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S securities may involve a high degree of business and financial risk and may result in
substantial losses. There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in this prospectus, is not subject to all the investor
protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both managed by Nuveen Asset Management making it unlikely that the Subsidiary will take action contrary to the interests of
the Fund and its Common Shareholders. The Board of Trustees has oversight responsibility for the investment activities of the Fund, including its investment in the Subsidiary, and the Fund&#146;s role as sole shareholder of the Subsidiary. The
Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the
Fund and/or the Subsidiary to operate as described in this prospectus and the SAI and could adversely affect the Fund. See &#147;Risks&#151;Portfolio Level Risks&#151;Regulation S Securities Risk.&#148; </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Frequent Trading Risk.</I></B> The Fund may engage in active and frequent trading
of its portfolio investments, which may result in the Fund having high portfolio turnover. Effects of frequent trading may include high transaction costs, which may lower the Fund&#146;s return, and realization of greater short-term capital gains,
distributions of which are taxable as ordinary income to taxable shareholders. </P>
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 <P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>No Operating History.</I></B> The Fund is a newly organized, diversified, closed-end management investment company
with no history of operations. As a result, prospective investors have no track record or history upon which to base their investment decision. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Other risks
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Global Economic Risk. </I></B>National and regional economies and financial markets are becoming increasingly interconnected, which increases
the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and
investments prices around the world, which could negatively impact the value of the Fund&#146;s investments. Major economic or political disruptions, particularly in large economies like China&#146;s, may have global negative economic and market
repercussions. Additionally, the aftermath of the war in Iraq, instability in Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East, and environmental disasters and the spread of infectious illnesses or other public health
emergencies, possible terrorist attacks in the United States and around the world, continued tensions between North Korea and the United States and the international community generally, growing social and political discord in the United States, the
European debt crisis, the response of the international community&#151;through economic sanctions and otherwise&#151;to Russia&#146;s annexation of the Crimea region of Ukraine and posture <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">vis-a-vis</FONT></FONT> Ukraine, further downgrade of U.S. government securities, the change in the U.S. president and the new administration and other similar events may adversely affect the global economy and the markets
and issuers in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as <FONT STYLE="white-space:nowrap">COVID-19</FONT> that was first detected in China in December 2019 and heightened concerns
regarding North Korea&#146;s nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant
impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund&#146;s service providers, including Nuveen Asset Management, rely, and could otherwise disrupt the ability of
employees of the Fund&#146;s service providers to perform essential tasks on behalf of the Fund. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In December 2019, an initial outbreak of <FONT
STYLE="white-space:nowrap">COVID-19</FONT> was reported and has resulted in numerous deaths and the imposition of both local and more widespread quarantine measures, border closures and other travel restrictions, causing social unrest and commercial
disruption on a global scale. In response to the <FONT STYLE="white-space:nowrap">COVID-19</FONT> pandemic, central banks and governments have responded with liquidity injections to ease the strain on financial systems and stimulus measures to
buffer the shock to businesses and consumers. These measures have helped stabilize the markets over the short term, but volatility will likely remain elevated until the health crisis itself is under control (via fewer new cases, lower infection
rates and/or verified treatments). There are still many unknowns and new information is incoming daily, compounding the difficulty of modeling outcomes for epidemiologists and economists alike. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the recent outbreak of <FONT STYLE="white-space:nowrap">COVID-19</FONT> has adversely impacted global commercial activity and has contributed to
significant volatility in certain financial markets. There are no comparable recent events in the U.S. that provide guidance as to the effect of the spread of <FONT STYLE="white-space:nowrap">COVID-19</FONT> and a potential pandemic on the economy
as a whole and, consequently, the Fund. Accordingly, while there have been proposed, and in some cases enacted, economic stimulus measures aimed at curbing the negative economic impacts to the U.S. and other countries as a result of <FONT
STYLE="white-space:nowrap">COVID-19,</FONT> it cannot be determined at this time whether such stimulus measures will have a stabilizing economic effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To the extent the impacts of <FONT STYLE="white-space:nowrap">COVID-19</FONT> continue, the Fund may experience negative impacts to its business that could
exacerbate other risks to which the Fund is subject, including: (1)&nbsp;issuers of fixed </P>
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income investments could be materially impacted by the <FONT STYLE="white-space:nowrap">COVID-19</FONT> pandemic, which may, in turn, negatively affect the value of such investments or such
issuers&#146; ability to make interest payments or distributions to the Fund and result in a decrease in the NAV of the Fund; (2)&nbsp;operational impacts on and availability of key personnel of Nuveen Fund Advisors, Nuveen Asset Management, and/or
any of the Fund&#146;s other service providers, vendors and counterparties as they face changed circumstances and/or illness related to the pandemic; and (3)&nbsp;limitations on the Fund&#146;s ability to make distributions or dividends, as
applicable, to Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund does not know and cannot predict how long the securities markets may be affected by these events and the
effects of these and similar events in the future on the U.S. economy and securities markets. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund
may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organizations to carry out their duties prescribed to them under the
relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of
significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the
ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund&#146;s investments. See &#147;&#151;Recent Market Conditions&#148; below. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Recent Market Conditions. </I></B>In response to the financial crisis and recent
market events, the United States and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. Policy and legislative changes by the United States government and the Federal Reserve to
assist in the ongoing support of financial markets, both domestically and in other countries, are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may
not be fully known for some time. In some countries where economic conditions are recovering, such countries are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain investments. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or
quasi-governmental organizations, including changes in tax laws and the imposition of trade barriers. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for
some time. Changes to the Federal Reserve policy, including with respect to certain interest rates, may affect the value, volatility and liquidity of dividend and interest paying securities. Regulatory changes are causing some financial services
companies to exit long-standing lines of business, resulting in dislocations for other market participants. In addition, the contentious domestic political environment, as well as political and diplomatic events within the United States and abroad,
such as the U.S. government&#146;s inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government&#146;s debt limit, may affect investor
and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has recently reduced the federal corporate income tax rate, and future legislative,
regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets
may react strongly to expectations about the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
changes in these policies, which could increase volatility, especially if the markets&#146; expectations for changes in government policies are not borne out. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Changes in market conditions will not have the same impact on all types of investments. Interest rates have been unusually low in recent years in the United
States and abroad but there is consensus that interest rates will increase during the life of the Fund, which could negatively impact the price of debt securities. Because there is little precedent for this situation, it is difficult to predict the
impact of a significant rate increase on various markets. In addition, there is a risk that the prices of goods and services in the United States and many foreign economies may decline over time, known as deflation (the opposite of inflation).
Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country&#146;s economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June&nbsp;23, 2016, the United Kingdom (&#147;UK&#148;) held a referendum on whether to remain a member state of the European Union (&#147;EU&#148;),
in which voters favored the UK&#146;s withdrawal from the EU, an event widely referred to as &#147;Brexit&#148; and which triggered a <FONT STYLE="white-space:nowrap">two-year</FONT> period of negotiations on the terms of withdrawal. The formal
notification to the European Council required under Article 50 of the Treaty on EU was made on March&nbsp;29, 2017, following which the terms of exit were negotiated. On January&nbsp;31, 2020, the UK formally withdrew from the EU and the two sides
entered into a transition phase, where the UK effectively remained in the EU from an economic perspective, but no longer had any political representation in the EU parliament. The transition period concluded on December 31, 2020, and EU law no
longer applies in the UK. On December 30, 2020, the UK and EU signed an EU-UK Trade and Cooperation Agreement (&#147;UK/EU Trade Agreement&#148;), which went into effect on January 1, 2021 and sets out the foundation of the economic and legal
framework for trade between the UK and EU. As the UK/EU Trade Agreement is a new legal framework, the implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of volatility in both the UK and wider
European markets. The longer term economic, legal, political and social framework to be put in place between the UK and the EU are unclear at this stage, remain subject to negotiation and are likely to lead to ongoing political and economic
uncertainty and periods of exacerbated volatility in both the UK and in wider European markets for some time. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade
agreements, and the UK and European economies, as well as the broader global economy for some time. Additionally, a number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. Ukraine has experienced
ongoing military conflict; this conflict may expand and military attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other
socio-political or geographical issues are not known but could profoundly affect global economies and markets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The current political climate has
intensified concerns about a potential trade war between China and the United States, as each country has recently imposed tariffs on the other country&#146;s products. These actions may trigger a significant reduction in international trade, the
oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China&#146;s export industry, which could have a negative impact on the Fund&#146;s performance.
U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the
potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may
be imposed or other escalating actions may be taken in the future. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>32 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<div style ="BORDER-BOTTOM:1.00pt solid #000000;BORDER-LEFT:1.00pt solid #000000;BORDER-RIGHT:1.00pt solid #000000;BORDER-TOP:1.00pt solid #000000; MARGIN-LEFT:0px; MARGIN-RIGHT:0px; max-width:100%">
<div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The impact of these developments in the near- and long-term is unknown and could have additional adverse
effects on economies, financial markets and asset valuations around the world. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Legislation and Regulatory Risk</I></B>. At any time after the date
of this prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, investments held by the Fund or the issuers of such investments. Fund shareholders may incur increased costs resulting from
such legislation or additional regulation. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment
objective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The SEC&#146;s recently adopted new Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> under the 1940 Act governing the use of derivatives by
registered investment companies, which could affect the nature and extent of derivatives used by the Fund. It is possible that the recently adopted Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> could limit the implementation of the Fund&#146;s
use of derivatives, which could have an adverse impact on the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>LIBOR Replacement Risk.</I></B> The use of the LIBOR will be phased out by the
end of 2021. This may adversely affect the Fund&#146;s investments whose value is tied to LIBOR. There remains uncertainty regarding the future use of LIBOR and the nature of any replacement reference rate. Actions by regulators have resulted in the
establishment of alternative reference rates to LIBOR in most major currencies and markets are slowly developing in response to these new rates. The transition process away from LIBOR may involve, among other things, increased volatility or
illiquidity in markets for instruments that currently rely on LIBOR. The potential effect of a discontinuation of LIBOR on the Fund&#146;s investments will vary depending on, among other things: (1)&nbsp;existing fallback provisions that provide a
replacement reference rate if LIBOR is no longer available; (2)&nbsp;termination provisions in individual contracts; and (3)&nbsp;whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and
new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR until new reference rates and fallbacks are commercially accepted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Anti-Takeover Provisions</I></B>. The Declaration of Trust and the Fund&#146;s By-laws (the &#147;By-laws&#148;) include provisions that could limit the
ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. Further, the By-laws provide that a shareholder who obtains beneficial ownership of common shares in a &#147;Control Share Acquisition&#148;
shall have the same voting rights as other Common Shares only to the extent authorized by shareholders. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the
then-current market price of the Common Shares. See &#147;Certain Provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-Laws.&#148;</FONT> </P>
<P STYLE="margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Potential Conflicts of Interest Risk</I></B>. Nuveen Fund Advisors and Nuveen Asset Management each provide a wide array of portfolio management and other asset
management services to a mix of clients and may engage in ordinary course activities in which their respective interests or those of their clients may compete or conflict with those of the Fund. In certain circumstances, and subject to its fiduciary
obligations under the Investment Advisers Act of 1940, as amended, Nuveen Asset Management may have to allocate a limited investment opportunity among its clients, which include closed-end funds, <FONT STYLE="white-space:nowrap">open-end</FONT>
funds and other commingled funds. Nuveen Fund Advisors and Nuveen Asset Management have each adopted policies and procedures designed to address such situations and other potential conflicts of interests. </P>
</div></div>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>33 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>&nbsp;&nbsp;</B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_2"></A>Summary of Fund expenses </P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The purpose of the
table and example below is to help you understand all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The expenses shown in the table are based on&nbsp;estimated amounts for the Fund&#146;s first full year of
operations and assume that the Fund issues 10,000,000 Common Shares in this offering. The Annual Expenses table below assumes the use of leverage in an aggregate amount equal to 35% of the Fund&#146;s Managed Assets (after their use), and shows Fund
expenses as a percentage of net assets attributable to Common Shares. The Fund&#146;s actual expenses may vary from the estimated expenses shown in the table and, all other things being equal, will increase as a percentage of net assets attributable
to Common Shares if the Fund issues less than 10,000,000 Common Shares. See &#147;Management of the Fund.&#148; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="73%"></TD>

<TD VALIGN="bottom" WIDTH="24%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Common Shareholder Transaction Expenses </B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sales Load Paid by You (as percentage of offering price)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Offering Expenses Borne by You (as percentage of offering price)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Dividend Reinvestment Plan Fees (per sale service charge)(3)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">2.50</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00px solid #000000"><B>As&nbsp;a&nbsp;Percentage&nbsp;of&nbsp;Net&nbsp;Assets<BR>Attributable&nbsp;to&nbsp;Common&nbsp;Shares</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Annual Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Management Fees(4)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.54</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Expenses of Leverage(5)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.46</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Other Expenses(6)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.15</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Expenses of the Subsidiary(6)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.01</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total Annual Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.16</TD>
<TD NOWRAP VALIGN="bottom">%</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>  <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(1)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Nuveen Fund Advisors has agreed to pay, from its own assets, (a) compensation of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per share to the Underwriters in connection with this offering
and separately (b) upfront structuring fees to <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>,
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> and
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and may pay certain other qualifying underwriters a structuring fee, sales incentive fee or other additional
compensation in connection with the offering. See &#147;Underwriting&#151;Additional Compensation to be Paid by Nuveen Fund Advisors.&#148; </TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(2)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Nuveen Fund Advisors has agreed to (i)&nbsp;reimburse all organizational expenses of the Fund and (ii)&nbsp;pay the Fund&#146;s offering costs. The Fund is not obligated to repay any such organizational expenses or
offering costs paid by Nuveen Fund Advisors. </TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(3)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">You will be charged a $2.50 service charge and pay brokerage charges if you direct Computershare, as agent for the Common Shareholders (the &#147;Plan Agent&#148;), to sell your Common Shares held in a dividend
reinvestment account. </TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(4)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The table above is based on Net Assets Attributable to Common Shares, calculated using the Fund-level management fee schedule (0.8000% of Managed Assets or 1.2308% of Net Assets Attributable to Common Shares) and the
highest complex-level breakpoint (0.2000% of Managed Assets or 0.3077% of Net Assets Attributable to Common Shares). As of December 31, 2020 the complex-level fee was 0.1557% of Managed Assets or 0.2395% of Net Assets Attributable to Common Shares.
See &#147;Management of the Fund&#151;Investment Management and Subadvisory Agreements.&#148; </TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(5)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Assumes the use of leverage in an amount equal to approximately 35% of the Fund&#146;s Managed Assets (after the leverage is incurred), and assumes the cost of leverage is 0.85%. </TD></TR></TABLE>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>34 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Summary of fund expenses </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(6)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">&#147;Other Expenses&#148; and the &#147;Expenses of the Subsidiary&#148; are based on estimated amounts for the current fiscal year. Expenses attributable to the Fund&#146;s investments, if any, in other investment
companies are currently estimated not to exceed 0.01%. See &#147;Portfolio Composition and Other Information&#151;Other Investment Companies&#148; in the SAI. </TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>EXAMPLE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following example illustrates the expenses that you
would pay on a $1,000 investment in Common Shares, assuming (1)&nbsp;total annual expenses of 2.16% of net assets attributable to Common Shares and (2)&nbsp;a 5% annual return. The example assumes that the estimated Total Annual Expenses set forth
in the Annual Expenses table are accurate and that all dividends and distributions are reinvested at Common Share NAV. Moreover, the Fund&#146;s actual rate of return may be greater or less than the hypothetical 5% return shown in the example. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">


<TR>

<TD></TD>

<TD VALIGN="bottom" WIDTH="24%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="24%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="24%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom" ALIGN="center"><B>1&nbsp;Year</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>3&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>5&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>10&nbsp;years</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="font-size:1px; ">
<TD COLSPAN="12" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">$22</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">68</TD>
<TD NOWRAP VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">116</TD>
<TD NOWRAP VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">249</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>The example should not be considered a representation of future expenses. Actual expenses may be higher or lower. </B></P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>35 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>&nbsp;&nbsp;</B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_3"></A>The Fund </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is a newly organized,
diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;). The Fund was organized as a Massachusetts business trust on December 4, 2020, pursuant to the
Fund&#146;s Declaration of Trust (as amended as described below, the &#147;Declaration of Trust&#148;). On December 21, 2020, the Fund filed an amendment to the Declaration of Trust to change the name of the Fund. As a newly organized entity, the
Fund has no operating history. The Fund&#146;s principal office is located at 333 West Wacker Drive, Chicago, Illinois 60606, and its telephone number is (800)&nbsp;257-8787. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_4"></A>Use of proceeds </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The net proceeds of this
offering of Common Shares will be approximately $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
($&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; if the Underwriters exercise the over-allotment option in full). Nuveen Fund Advisors has agreed to (i) reimburse all
organizational expenses of the Fund and (ii) pay the Fund&#146;s offering costs. The Fund will invest the net proceeds of this offering in accordance with the Fund&#146;s investment objective and policies (as stated below) as soon as practicable
after the completion of this offering. The Fund currently anticipates that it will be able to invest substantially all of the net proceeds in investments that meet the Fund&#146;s investment objective and policies within three months after
completion of this offering; however, under certain circumstances, including but not limited to, adverse market conditions, lack of supply and lack of ability to secure the most attractive investment opportunities for investors, the Fund may take up
to six months after completion of this offering to invest substantially all of the net proceeds in investments that meet the Fund&#146;s investment objective and policies. During the period in which the net proceeds of this offering are first being
invested (the &#147;invest-up period&#148;), the Fund may invest up to 100% of its Managed Assets in short-term investments, including high quality, short-term securities, or may invest in <FONT STYLE="white-space:nowrap">short-,</FONT> <FONT
STYLE="white-space:nowrap">intermediate-,</FONT> or <FONT STYLE="white-space:nowrap">long-term</FONT> U.S. Treasury securities. During the invest-up period, the Fund may also purchase securities issued by exchange-traded funds (&#147;ETFs&#148;)
that invest primarily in investments of the types in which the Fund may invest directly. Any such investments in ETFs will be in compliance with the limitations imposed by the 1940 Act, the rules promulgated thereunder, or pursuant to any exemptive
relief obtained thereunder. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_6"></A>The Fund&#146;s investments </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT OBJECTIVE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investment objective is to
seek total return through high current income and capital appreciation, while giving special consideration to certain impact and environmental, social and governance (&#147;ESG&#148;) criteria. There can be no assurance that the Fund will achieve
its investment objective or that the Fund&#146;s investment strategies will be successful. The Fund&#146;s investment objective may be changed by the Board of Trustees of the Fund (the &#147;Board of Trustees&#148;) without shareholder approval.
</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>FUND STRATEGIES </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s portfolio will be actively
managed and will seek to deliver a direct and measurable positive social and environmental impact as well as ESG leadership. In selecting fixed-income investments, Nuveen Asset Management performs its own credit analysis, paying particular attention
to economic trends and other market events. Subject to Nuveen&#146;s proprietary public market impact framework criteria (the &#147;Impact Criteria&#148;) and Nuveen&#146;s ESG criteria described below, individual securities will be selected to
construct a portfolio consistent with the Fund&#146;s investment objective of total return through high current income and capital appreciation. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>36 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, the Fund&#146;s investment in fixed-income investments of any type is subject to the Impact Criteria or Nuveen&#146;s ESG criteria. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Impact Criteria </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fixed-income investments invested
according to the Impact Criteria provide direct exposure to issuers and/or individual projects with social or environmental benefits. The portion of the Fund invested in accordance with the Impact Criteria is not required to meet ESG criteria
provided by a third party. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Impact Criteria are designed to identify investments that will generate positive, measurable social and environmental
impact alongside a competitive financial return. These investments are intended to provide access to the following four social and environmental themes: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(1)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I>Affordable Housing:</I></B> Investments that support the financing of low and moderate income housing loans, transit oriented development (<I>i.e.</I>, a mix of commercial, residential, office and entertainment
centered around or located near a transit station), walkable communities, or <FONT STYLE="white-space:nowrap">mixed-use</FONT> development projects. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(2)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I>Community</I></B><B><I></I></B><B><I>&nbsp;&amp; Economic Development: </I></B>Investments that support financial services, hospital/ medical services, educational services, community centers, reconstruction
activities, urban revitalization, humanitarian, disaster, and international aid services, all of which are inclusive of underserved and/or economically disadvantaged communities. </TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(3)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I>Renewable Energy</I></B><B><I></I></B><B><I>&nbsp;&amp; Climate Change: </I></B>Investments that finance new or expand existing renewable energy projects (including hydroelectric, solar and wind), smart grid and
other projects designed to make power generation and transmission systems more efficient, and other energy efficiency projects which seek to reduce greenhouse gas emissions. </TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(4)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><B><I>Natural Resources: </I></B>Investments that support land conservation, sustainable forestry and agriculture, remediation and redevelopment of polluted or contaminated sites, sustainable waste management projects,
water infrastructure including improvement of clean drinking water supplies and/or sewer systems, and sustainable building projects. </TD></TR></TABLE>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>ESG
criteria and evaluation process </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen&#146;s ESG criteria are generally implemented based on data provided by independent research vendor(s). The
Fund relies upon ESG ratings, controversy scores and controversial business indicators from such vendor(s), and applies internal, proprietary thresholds to those data points to create the pool of eligible portfolio investments. The Fund has the
right to change such vendor(s) and to change the number of vendors providing ESG data at any time. In addition, the Fund considers Nuveen&#146;s internal, proprietary ESG ratings as an additional factor in security selection. In those limited cases
where independent ESG criteria are not available for certain types of investments or for certain issuers, these investments may nonetheless be eligible for investment by the Fund should they meet certain internal ESG criteria. Substantially all
issuers, other than those in which the Fund invests in accordance with the Impact Criteria described above, must meet or exceed minimum ESG performance standards to be eligible for investment by the Fund. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The corporate issuer evaluation process favors companies with leadership in ESG performance relative to their peers. Typically, environmental assessment
categories include climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities. Governance assessment categories include
corporate governance, business ethics and government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate to the environment, customers, human
rights and community, labor rights and supply chain, and governance) are other considerations. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>37 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ESG evaluation process with respect to corporate issuers is conducted on an industry-specific basis and involves the identification of key performance
indicators, which are given more or less relative weight compared to the broader range of potential assessment categories. When ESG concerns exist, the evaluation process gives careful consideration to how companies address the risks and
opportunities they face in the context of their sector or industry and relative to their peers. The Fund will not generally invest in companies significantly involved in certain business activities including, but not limited to, the production of
alcohol, tobacco, military weapons, firearms, nuclear power, thermal coal, and gambling products and services. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ESG evaluation process with respect to
government issuers favors issuers with leadership in ESG performance relative to all peers alongside a competitive financial return. Typically, environmental assessment categories include the issuer&#146;s ability to protect, harness, and supplement
its natural resources, and to manage environmental vulnerabilities and externalities. Social assessment categories include the issuer&#146;s ability to develop a healthy, productive, and stable workforce and knowledge capital, and to create a
supportive economic environment. Governance assessment categories include the issuer&#146;s institutional capacity to support long-term stability and well-functioning financial, judicial, and political systems, and capacity to address environmental
and social risks. The government ESG evaluation process is conducted on a global basis and reflects how an issuer&#146;s exposure to and management of ESG risk factors may affect the long-term sustainability of its economy. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Other considerations and investments </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">While the Fund will
invest in issuers that meet the Impact Criteria or Nuveen&#146;s ESG criteria, it is not required to invest in every issuer that meets these criteria. In addition, if an issuer meets certain ESG criteria but does not satisfy all ESG assessment
categories it may not automatically be eliminated as an eligible investment. The Impact Criteria, the ESG criteria and the resulting universe of eligible investments may be changed without the approval of the Fund&#146;s shareholders. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management seeks to ensure that the Fund&#146;s investments are consistent with its Impact Criteria and/or ESG criteria, but it cannot guarantee
that this will always be the case for every Fund investment. Consistent with its responsibilities, Nuveen Asset Management has the right to change the ESG vendor(s) at any time and to add to the number of vendors providing the universe of eligible
companies. Investing on the basis of Impact Criteria or ESG criteria is qualitative and subjective by nature, and there can be no assurance that the Impact Criteria utilized by Nuveen, the ESG criteria utilized by the Fund&#146;s ESG vendor(s), or
any judgment exercised by Nuveen Asset Management will reflect the beliefs or values of any particular investor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investments will include
investment grade and below investment grade investments. Below investment grade investments (such investments are commonly referred to as &#147;high yield&#148; or &#147;junk&#148;) generally provide high income in an effort to compensate investors
for their higher risk of default, which is the failure to make required interest or principal payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest in certain asset-backed
securities, mortgage-backed securities and other securities that represent interests in assets such as pools of mortgage loans, automobile loans or credit card receivables. These securities are typically issued by legal entities established
specifically to hold assets and to issue debt obligations backed by those assets. Asset-backed or mortgage-backed securities are normally created or &#147;sponsored&#148; by banks or other institutions or by certain government-sponsored enterprises
such as the Federal National Mortgage Association (&#147;Fannie Mae&#148; or &#147;FNMA&#148;) or Federal Home Loan Mortgage Corporation (&#147;Freddie Mac&#148; or &#147;FHLMC&#148;). The Fund does not take into
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>38 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">consideration whether the sponsor of an asset-backed security in which it invests meets the Impact Criteria or the ESG criteria. That is because asset-backed
securities represent interests in pools of loans, and not of the ongoing business enterprise of the sponsor. It is therefore possible that the Fund could invest in an asset-backed or mortgage-backed security sponsored by a bank or other financial
institution in which the Fund could not invest directly. However, the investments underlying an asset-backed or mortgage-backed security will generally meet or exceed the Impact Criteria or Nuveen&#146;s ESG criteria. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Impact Criteria or Nuveen&#146;s ESG criteria will apply to the Fund&#146;s investment exposure through derivatives and other instruments that have
economic characteristics similar to the Fund&#146;s fixed-income investments. However, neither the Impact Criteria nor Nuveen&#146;s ESG criteria will apply to the Fund&#146;s investments in derivatives used for hedging purposes. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is not restricted from investing in any investments issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund
considers investments in these investments to be consistent with its investment and social objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There can be no assurance that the Fund&#146;s
strategies will be successful. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PORTFOLIO CONTENTS </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
Fund generally invests in a portfolio of fixed-income investments of any type, including asset-backed securities, corporate bonds, preferred securities, residential and commercial mortgage-backed securities, taxable and <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> municipal bonds, senior loans and loan participations and assignments, sovereign debt instruments, debt securities issued by supranational agencies, and U.S. government securities (securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities). </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s portfolio may contain restricted and illiquid investments
(<I>i.e.</I>, investments that are not readily marketable), including, but not limited to, restricted investments (investments the disposition of which is restricted under the federal securities laws), investments that may be resold only pursuant to
Rule 144A under the Securities Act of 1933, as amended (&#147;1933 Act&#148;) that are deemed to be illiquid, and certain repurchase agreements. Restricted investments 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 1933 Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest directly in Regulation S securities that are
freely tradable in the U.S. Regulation S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the Securities and Exchange Commission (&#147;SEC&#148;) pursuant to
Regulation S of the 1933 Act. Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in securities of other open-end or closed-end investment companies, including ETFs, that invest primarily in the types of investments in
which the Fund may invest directly. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest without limitation in credit default swaps, and may enter into credit default swaps as either a
buyer or a seller. The credit default swaps in which the Fund may invest include credit default swap indices (&#147;CDX&#148;) and those in which the underlying reference instrument is the debt obligation of a single reference issuer
(&#147;single-name CDS&#148;). A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps on high-yield bonds. Certain CDX instruments are subject to mandatory central clearing and exchange trading, which
may reduce counterparty credit risk and increase liquidity compared to other credit default swaps or CDX transactions. Unlike other types of credit default swaps, single-name CDS do not have the benefit of diversification across many issuers. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>39 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to credit default swaps, the Fund also may invest in certain derivative instruments in pursuit of its investment objective. Such instruments
include financial futures contracts and options thereon, forward contracts, swaps (with varying terms, including interest rate swaps), options on swaps and other fixed-income derivative instruments. Nuveen Asset Management may use derivative
instruments to attempt to hedge some of the risk of the Fund&#146;s investments, to limit exposure to losses due to changes to foreign currency exchange rates or as a substitute for a position in the underlying asset. See &#147;Portfolio Composition
and Other Information&#151;Derivatives.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also invest in other types of investments and debt instruments described in this prospectus
and the SAI. See &#147;Portfolio Composition and Other Information&#148; for additional information on the types of investments in which the Fund may invest. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT POLICIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under normal circumstances: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in
fixed-income investments of any type, which are subject to the Impact Criteria or Nuveen&#146;s ESG criteria; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest up to 50% of its Managed Assets (as defined below) in below investment grade investments
(investments rated BB&#043;/Ba1 or lower at the time of investment or are unrated but judged by Nuveen Asset Management to be of comparable quality); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest no more than 10% of its Managed Assets in investments rated CCC/Caa or lower at the time of
investment (or are unrated but judged by Nuveen Asset Management to be of comparable quality), including defaulted investments; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest without limitation in investments of foreign issuers, with no more than 30% of its Managed
Assets in investments of foreign issuers that are located in emerging market countries; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The Fund may invest without limitation in restricted and illiquid investments (including Rule 144A investments
that may only be resold pursuant to Rule 144A under the 1933 Act (&#147;Rule 144A securities&#148;)). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing policies apply only
at the time of any new investment. The Fund&#146;s policy to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in fixed-income investments of any type, which are subject to the Impact Criteria or
Nuveen&#146;s ESG criteria, may not be changed without 60 days&#146; prior written notice to shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Managed Assets&#148; means the total
assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund&#146;s use of leverage
(whether or not those assets are reflected in the Fund&#146;s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The portion of the Fund&#146;s assets invested in below investment grade investments (such investments are commonly referred to as &#147;high yield&#148; or
&#147;junk&#148;) may vary over time. Below investment grade investments are regarded as having predominately speculative characteristics with respect to the issuer&#146;s capacity to pay interest or dividends, and repay principal, which implies
higher price volatility and default risk than investment grade instruments of comparable terms and duration. These investments </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>40 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">generally provide higher income than investment grade securities in an effort to compensate investors for their higher risk of default, which is the
issuer&#146;s failure to make required interest, dividend or principal payments on the investments. For purposes of the investment limitations in this prospectus, an investment&#146;s rating is determined using the middle rating of Moody&#146;s
Investor Services, Inc. (&#147;Moody&#146;s&#148;), Standard&nbsp;&amp; Poor&#146;s Ratings Services, a Standard&nbsp;&amp; Poor&#146;s Financial Services LLC business (&#147;Standard&nbsp;&amp; Poor&#146;s&#148; or &#147;S&amp;P&#148;) and Fitch
Ratings, a part of the Fitch Group (&#147;Fitch&#148;), if all three nationally recognized statistical rating organizations (&#147;NRSROs&#148;) rate the investment. If ratings are provided by only two of those NRSROs, the lower rating is used to
determine the rating. If only one of those NRSROs provides a rating, that rating is used. If an investment is not rated by any NRSRO, the rating determined by Nuveen Asset Management is used. Investment rating limitations are considered to apply
only at the time of investment and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management may determine that it is in the best interest of shareholders to pursue a workout arrangement (<I>i.e.</I>, a privately negotiated,
mutual agreement between the Fund and the issuer or another party) with respect to investments that are in default or involved in bankruptcy or insolvency proceedings, which may involve making loans to the issuer or another party, or purchasing an
equity or other interest from the issuer or another party, or other related or similar steps involving the investment of additional monies. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes
of the limitations on emerging market debt investments, the Fund will classify an issuer based on the issuer&#146;s country of origin, generally as determined by an unaffiliated, recognized financial data provider. An issuer&#146;s country of origin
is based on a number of criteria, such as the issuer&#146;s country of domicile or country in which the issuer conducts its primary operations, the primary exchange on which its investments trade, the location from which the majority of the
issuer&#146;s revenue comes, and the issuer&#146;s reporting currency. The term &#147;emerging market&#148; describes any country or market that is generally considered to be emerging or developing by major organizations in the international
financial community, such as the International Finance Corporation, or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase&nbsp;&amp; Co., which compiles several fixed-income emerging
markets benchmarks; or other countries or markets with similar emerging characteristics. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western
Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views Israel as an emerging market. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may seek to
provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in Core Plus Impact Fund, Ltd. (the &#147;Subsidiary&#148;), a wholly owned subsidiary of the Fund, which will invest primarily in Regulation S
securities. The Subsidiary is advised by Nuveen Asset Management, which complies with the provisions of Section 15 of the 1940 Act relating to investment advisory contracts as an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act.
The Subsidiary has the same investment objective as the Fund. The Subsidiary may also hold cash and invest in other instruments, including fixed income securities, that are not Regulation S securities, either as investments or to serve as margin or
collateral for the Subsidiary&#146;s Regulation S positions. The Fund and the Subsidiary each complies with the provisions of the 1940 Act regarding capital structure. In addition, the Subsidiary complies with the provisions of Section 17 of the
1940 Act relating to affiliated transactions and custody of portfolio investments. The Fund&#146;s custodian also serves as the custodian to the Subsidiary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures
adopted by the Fund. As a result, Nuveen Asset </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>41 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management, in managing the Subsidiary&#146;s portfolio, will be subject to the same investment policies and restrictions that apply to the management of the
Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary&#146;s portfolio investments and shares of the Subsidiary. These policies and
restrictions are described in detail throughout this Prospectus. The Fund and Subsidiary will test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that
may involve leverage, the Subsidiary will comply with asset segregation requirements to the same extent as the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management will provide
investment management and other services to the Subsidiary. Nuveen Asset Management will not receive separate compensation from the Subsidiary for providing it with investment management or administrative services. However, the Fund will pay Nuveen
Asset Management based on the Fund&#146;s assets, including the assets invested in the Subsidiary. The Subsidiary will also enter into separate contracts for the provision of custody and audit services with the same or with affiliates of the same
service providers that provide those services to the Fund. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The financial statements of the Subsidiary will be consolidated with the Fund&#146;s
financial statements in the Fund&#146;s annual and semi-annual reports. The Fund&#146;s annual and semi-annual reports, when produced, will be distributed to Common Shareholders, and copies of the reports will be available on the Fund&#146;s website
(http://www.nuveen.com) free of charge. Please refer to the SAI for additional information about the organization and management of the Subsidiary. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>OTHER
POLICIES </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may enter into certain derivative transactions as a hedging technique to attempt to protect against potential adverse changes in the
market value of portfolio instruments. The Fund also may use derivatives to attempt to protect the NAV of the Fund, to facilitate the sale of certain portfolio instruments, to manage the Fund&#146;s effective interest rate exposure, to attempt to
manage the effective maturity or duration of investments in the Fund&#146;s portfolio and as a temporary substitute for purchasing or selling particular instruments. From time to time, the Fund also may enter into derivative transactions to create
investment exposure to the extent such transactions may facilitate implementation of its strategy more efficiently than through outright purchases or sales of portfolio instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain investment policies specifically identified in the SAI as such are considered fundamental and may not be changed without shareholder approval. See
&#147;Investment Restrictions&#148; in the SAI. All of the Fund&#146;s other investment policies are not considered to be fundamental by the Fund and can be changed by the Board of Trustees without a vote of the shareholders. The Fund cannot change
its fundamental policies without the approval of the holders of a &#147;majority of the outstanding&#148; Common Shares. When used with respect to particular shares of the Fund, a &#147;majority of the outstanding&#148; shares means (i)&nbsp;67% or
more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii)&nbsp;more than 50% of the shares, whichever is less. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Limited term; Eligible Tender Offer </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust
provides that the Fund will have a limited period of existence and will terminate as of the first business day of the month that follows the twelfth anniversary of the effective date of the Fund&#146;s initial registration statement, which is
currently anticipated to be May 2, 2033 (the &#147;Stated Termination Date&#148;); provided that the Board of Trustees may, in its sole discretion and without </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>42 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">any action by the shareholders of the Fund, by vote of a majority of the then Board of Trustees with notice to the shareholders, extend the Fund&#146;s term
for up to two one year periods (in the event of any such extension, the termination date shall be referred to as the &#147;Extended Termination Date&#148; and the later of the Stated Termination Date and the Extended Termination Date is referred to
as the &#147;Termination Date&#148;); furthermore, notwithstanding the foregoing, if the Board of Trustees determines to cause the Fund to conduct an Eligible Tender Offer (as defined below), and the Eligible Tender Offer is completed, the Board of
Trustees may, in its sole discretion and without any action by the shareholders of the Fund, by vote of a majority of the then Board of Trustees, provide that the Fund may continue without limitation of time, subject to the terms and conditions
described below. If an Eligible Tender Offer is not conducted, the Fund will, no later than the Termination Date, cease investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and,
on or after the Termination Date, the Fund will distribute all of its liquidated net assets to Common Shareholders of record in one or more distributions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Eligible Tender Offer. </I></B>The Declaration of Trust provides that an eligible tender offer (an &#147;Eligible Tender Offer&#148;) is a tender offer
by the Fund to all holders of outstanding Common Shares as of a date within the 18 months preceding the Termination Date. If the tender offer is completed, Shareholders who properly tender Common Shares in the Eligible Tender Offer will receive a
purchase price equal to the NAV per share on the expiration date of the Eligible Tender Offer. In an Eligible Tender Offer, the Fund will offer to purchase all outstanding Common Shares held by each Common Shareholder. At the time of the Eligible
Tender Offer, the Board of Trustees will determine the Termination Threshold. The Termination Threshold will be based on prevailing market conditions at the time of the Eligible Tender Offer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the repurchase of all Common Shares properly tendered in an Eligible Tender Offer would result in the Fund&#146;s net assets totaling greater than the
Termination Threshold, the Fund will purchase all Common Shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer and following the completion of such Eligible Tender Offer, the Board of Trustees may, in its sole
discretion and without any action by the shareholders of the Fund, provide that the Fund may continue without limitation of time. See &#147;Risks&#151;Fund Level Risks&#151;Limited Term and Tender Offer Risks.&#148; In making this decision, the
Board of Trustees will take such actions with respect to the Fund&#146;s continued operations as it deems to be in the best interests of the Fund, based on market conditions at such time, the extent of Common Shareholder participation in the
Eligible Tender Offer and all other factors deemed relevant by the Board of Trustees in consultation with Nuveen Fund Advisors, taking into account that Nuveen Fund Advisors may have a potential conflict of interest in seeking to convert the Fund to
a fund with a continued existence without limitation of time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the number of properly tendered Common Shares would result in the Fund&#146;s net assets
totaling less than the Termination Threshold if the Eligible Tender Offer were consummated, the Eligible Tender Offer will be terminated, no Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will begin (or
continue) liquidating its investment portfolio and proceed to terminate on the Termination Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">An Eligible Tender Offer would be made, and Common
Shareholders would be notified thereof, in accordance with the Declaration of Trust, the 1940 Act, the 1934 Act, and the applicable tender offer rules thereunder (including Rule <FONT STYLE="white-space:nowrap">13e-4</FONT> and Regulation 14E under
the 1934 Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Termination, Liquidation. </I></B>Unless the Fund&#146;s existence is continued without limitation of time, as described under
&#147;&#151;Eligible Tender Offer&#148; above, no later than the Termination Date, the Fund will </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>43 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">cease investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and, on or after the
Termination Date, the Fund will distribute all of its liquidated net assets to Common Shareholders of record in one or more distributions. In determining whether to extend the Fund&#146;s term, the Board of Trustees may consider a number of factors,
including, without limitation, whether the Fund would be unable to sell its assets at favorable prices in a time frame consistent with the Termination Date due to lack of market liquidity or other adverse market conditions, or whether market
conditions are such that it is reasonable to believe that, with an extension, the Fund&#146;s remaining assets would appreciate and generate income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing the
Fund&#146;s operations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors and Nuveen Asset Management will seek to manage the Fund&#146;s investment portfolio consistent with the
Fund&#146;s obligation to cease operations on the Termination Date. To that end, Nuveen Fund Advisors and Nuveen Asset Management intend to seek investments that they reasonably expect can be sold or otherwise exited at favorable prices on or before
the Termination Date. However, there is no assurance that a market or other exit strategy will be available for the Fund&#146;s less liquid investments. As the Termination Date approaches, Nuveen Fund Advisors and Nuveen Asset Management expect to
seek to liquidate the Fund&#146;s less liquid investments. As a result, based on prevailing market conditions, available investment opportunities and other factors, the Fund may invest the proceeds from the sale of such investments in money market
mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality short-term money market instruments, short-term debt securities, certificates of deposit, bankers&#146;
acceptances and other bank obligations, commercial paper or other liquid debt securities. As a result, as the Termination Date approaches, the Fund&#146;s monthly cash distributions may decline, and there can be no assurance that the Fund will
achieve its investment objective or that its investment strategies will be successful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Depending on a variety of factors, including the performance of
the Fund&#146;s investment portfolio over the period of its operations, the amount distributed to Common Shareholders in connection with its termination or paid to participating Common Shareholders upon completion of an Eligible Tender Offer may be
less, and potentially significantly less, than your original investment. The Fund&#146;s final distribution to Common Shareholders on the Termination Date and the amount paid to participating Common Shareholders upon completion of an Eligible Tender
Offer will be based upon the Fund&#146;s NAV at such time, and initial investors and any investors that purchase Common Shares after the completion of this offering may receive less, and potentially significantly less, than their original
investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Fund&#146;s assets will be liquidated in connection with its termination or to pay for Common Shares tendered in an Eligible
Tender Offer, the Fund may be required to sell portfolio investments when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. The Fund will make a distribution on the
Termination Date of all cash raised from the liquidation of its assets prior to that time. However, given the nature of certain of the Fund&#146;s investments, the Fund may be unable to liquidate certain of its investments until after the
Termination Date. In this case, the Fund may make one or more additional distributions after the Termination Date of any cash received from the ultimate liquidation of those investments. This would delay distribution payments, perhaps for an
extended period of time, and there can be no assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will equal the Fund&#146;s NAV on the Termination Date, depending on the
ultimate results of such post-Termination Date asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, the Board of Trustees determines it is in the best interests of the Fund, the Fund may transfer any
portfolio investments that remain unsold on the Termination Date to a liquidating trust and distribute interests in </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>44 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Fund&#146;s investments </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">such liquidating trust to Common Shareholders as part of the Fund&#146;s final distribution. Interests in the liquidating trust are expected to be
nontransferable, except by operation of law. The liquidating trust will seek to liquidate such remaining investments for the benefit of the Common Shareholders as soon as practicable following the Termination Date. However, there can be no assurance
as to the timing of or the value obtained from such liquidation. See &#147;Risks&#151;Fund Level Risks&#151;Limited Term and Tender Offer Risks.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_7">
</A>Portfolio composition and other information </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s portfolio will be composed principally of the following investments. More detailed
information about the Fund&#146;s portfolio investments are contained in the SAI under &#147;Portfolio Composition and Other Information.&#148; </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>CORPORATE BONDS
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corporate bonds are fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt refinancing or
acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate bonds lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a set maturity
date. Rates on corporate bonds are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security, such as a call feature. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corporate bonds come in many varieties and may differ in the way that interest is calculated, the amount and frequency of payments, the type of collateral, if
any, and the presence of special features (<I>e.g.,</I> conversion rights). The Fund&#146;s investments in corporate bonds may include, but are not limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be
fixed rate, variable rate or floating rate, among other things. Holders of corporate bonds, as creditors, have a prior legal claim over common and preferred stockholders as to both income and assets of the issuer for the principal and interest due
to them, and may have a prior claim over other creditors, but are generally subordinate to any existing lenders in the issuer&#146;s capital structure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corporate bonds are subject to the risk of an issuer&#146;s inability to meet principal and interest payments on the obligations and may also be subject to
price volatility due to such factors as market interest rates, the issuer&#146;s performance or credit rating, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as
mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer&#146;s debt securities. As a result of the added debt burden, the credit quality and market value of an issuer&#146;s
existing corporate bonds may decline significantly. Corporate bonds usually yield more than government or agency bonds due to the presence of credit risk. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>EMERGING MARKET ISSUERS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will invest in investments of
emerging market issuers. The Fund&#146;s emerging market investments include a broad range of investments of emerging market issuers such as government bonds, corporate bonds, and other sovereign or quasi-sovereign debt instruments. The Fund will
classify an issuer of an investment based on the issuer&#146;s country of origin, generally as determined by an unaffiliated, recognized financial data provider. An issuer&#146;s country or origin is based on a number of criteria, such as the
issuer&#146;s country of domicile or country in which the issuer conducts its primary operations, the primary exchange on which its securities trade, the location from which the majority of the issuer&#146;s revenue comes, and the
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>45 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">issuer&#146;s reporting currency. The term &#147;emerging market&#148; describes any country or market that is generally considered to be emerging or
developing by major organizations in the international financial community, such as the International Finance Corporation, or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase &amp;
Co., which compiles several fixed-income emerging markets benchmarks; or other countries or markets with similar emerging characteristics. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New
Zealand and most nations located in Western Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views Israel as an emerging market. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s emerging market debt investments may also include secured loans, unsecured loans, senior loans, second lien loans, subordinated debt and sukuk
debt instruments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sukuk are certificates structured to comply with Sharia law and its investment principles. These certificates usually represent the
beneficial ownership interest in a portfolio of eligible existing or future tangible or intangible assets (&#147;underlying assets&#148;). In a typical sukuk, a special purpose vehicle (&#147;SPV&#148;) issues certificates to investors in exchange
for their capital. The SPV transfers the capital to or for the benefit of the entity that is raising the capital (the &#147;obligor&#148;) in exchange for the underlying assets of the obligor that are held in trust by the SPV. The obligor is
obligated, usually through a series of contracts, to make periodic payments to investors through the SPV over a specified period of time and a final payment to investors through the SPV on a date certain. Obligors of sukuk include financial
institutions and corporations, foreign governments and agencies of foreign governments, including issuers in emerging markets. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>SOVEREIGN AND SUPRANATIONAL
SECURITIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sovereign securities are issued or guaranteed by foreign sovereign governments or their agencies, authorities, political subdivisions or
instrumentalities, and supranational agencies. A supranational agency is a multinational union or association in which member countries cede authority and sovereignty on a limited number of matters to the group, whose decisions are binding upon its
members. Quasi-sovereign securities typically are issued by companies or agencies that may receive financial support or backing from a local government or in which the government owns a majority of the issuer&#146;s voting shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt obligations will be
strongly influenced by the sovereign issuer&#146;s balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rate and the extent of its foreign reserves. A country whose exports
are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its export in
currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on
continuing loans and aid from foreign governments, commercial banks and multinational organizations. There may be no bankruptcy proceedings similar to those in the U.S. by which defaulted interest may be collected. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund also may invest in debt obligations issued or guaranteed by supranational agencies organized or supported by several national governments, such as the
International Bank for Reconstruction and Development (the &#147;World Bank&#148;), the Inter-American Development Bank, the Asian Development Bank, </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>46 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and the European Investment Bank. In addition, the Portfolio may purchase debt obligations of foreign corporations or financial institutions, such as Yankee
bonds (dollar-denominated bonds sold in the United States by foreign companies), Samurai bonds (yen-denominated bonds sold in Japan by non-Japanese issuers), and Euro bonds (bonds not issued in the country (and possibly not the currency of the
country) of the issuer). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>MUNICIPAL BONDS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest
in taxable and tax-exempt municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds,
notes and securities that provide for the payment of interest income that is exempt from U.S. regular federal income tax. Municipal bonds are often issued by state and local governmental entities to finance or refinance public projects such as
roads, schools, and water supply systems. Municipal bonds may also be issued on behalf of private entities or for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric
utility and pollution control projects. Municipal bonds may be issued on a long-term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a
limited or special tax, or any other revenue source, including project revenues, which may include tolls, fees and other user charges, lease payments and mortgage payments. Municipal bonds may also be issued to finance projects on a short-term
interim basis, anticipating repayment with the proceeds of the later issuance of long-term debt. The Fund may purchase municipal securities in the form of bonds, notes, leases or certificates of participation; structured as callable or non-callable;
with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships
or other investment companies. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Inverse floating rate securities </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inverse floating rate securities (sometimes referred to as &#147;inverse floaters&#148;) are securities whose interest rates bear an inverse relationship to
the interest rate on another security or the value of an index. Generally, inverse floating rate securities represent beneficial interests in a special purpose trust formed for the purpose of holding municipal bonds. The special purpose trust
typically sells two classes of beneficial interests or securities: floating rate securities (sometimes referred to as short-term floaters or tender option bonds) and inverse floating rate securities (sometimes referred to as inverse floaters or
residual interest securities). Both classes of beneficial interests are represented by certificates. The short-term floating rate securities have first priority on the cash flow from the municipal bonds held by the special purpose trust. Typically,
a third party, such as a bank, broker-dealer or other financial institution, grants the floating rate security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As
consideration for providing the option, the financial institution receives periodic fees. The holder of the short-term floater effectively holds a demand obligation that bears interest at the prevailing short-term, tax-exempt rate. However, the
institution granting the tender option will not be obligated to accept tendered short-term floaters in the event of certain defaults or a significant downgrade in the credit rating assigned to the bond issuer. For its inverse floating rate
investment, the Fund receives the residual cash flow from the special purpose trust. Because the holder of the short-term floater is generally assured liquidity at the face value of the security, the Fund as the holder of the inverse floater assumes
the interest rate cash flow risk and the market value risk associated with the municipal security deposited into the special purpose trust. The volatility of the interest cash flow and the residual market value will vary with the degree to which the
trust is leveraged. This is expressed in the ratio of the total face value of the short-term floaters in relation to the value of </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>47 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the residual inverse floaters that are issued by the special purpose trust. In addition, all voting rights and decisions to be made with respect to any other
rights relating to the municipal bonds held in the special purpose trust are passed through to the Fund, as the holder of the residual interest securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because increases in the interest rate on the short-term floaters reduce the residual interest paid on inverse floaters, and because fluctuations in the value
of the municipal bond deposited in the special purpose trust affect the value of the inverse floater only, and not the value of the short-term floater issued by the trust, and because fluctuations in the value of the municipal bond deposited in the
special purpose trust affect the value of the inverse floater only, and not the value of the short-term floater issued by the trust, inverse floaters&#146; value is generally more volatile than that of fixed rate bonds. The market price of inverse
floating rate securities is generally more volatile than the underlying securities due to the leveraging effect of this ownership structure. These securities generally will underperform the market of fixed rate bonds in a rising interest rate
environment (<I>i.e.</I>, when bond values are falling), but tend to outperform the market of fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floaters typically offer the potential for yields
exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. Inverse floaters have varying degrees of liquidity based upon, among other things, the liquidity of the underlying securities
deposited in a special purpose trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in inverse floating rate securities issued by special purpose trusts that have recourse to the
Fund. In Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the liquidity provider to a special purpose trust. The Fund may enter into such recourse
agreements (i)&nbsp;when the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the trust exceeds the level that the liquidity provider is willing support absent such an agreement; and/or
(ii)&nbsp;to seek to prevent the liquidity provider from collapsing the trust in the event that the municipal obligation held in the trust has declined in value. Such an agreement would require the Fund to reimburse the third party granting
liquidity to the floating rate security holders the special purpose trust, upon termination of the trust issuing the inverse floater, the difference between the liquidation value of the bonds held in the trust and the principal amount due to the
holders of floating rate interests. Such agreements may expose the Fund to a risk of loss that exceeds its investment in the inverse floating rate securities. Absent a shortfall and forbearance agreement, the Fund would not be required to make such
a reimbursement. If the Fund chooses not to enter into such an agreement, the special purpose trust could be liquidated and the Fund could incur a loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will segregate or earmark liquid assets with its custodian in accordance with the 1940 Act to cover its obligations with respect to its investments
in special purpose trusts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in inverse floating rate securities have the economic effect of leverage. The use of leverage creates special
risks for Common Shareholders. See &#147;Leverage&#148; and &#147;Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>ASSET-BACKED SECURITIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ABS are securities that are primarily
serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period. Asset-backed securitization is a financing technique in which
financial assets, in many cases themselves less liquid, are pooled and converted into instruments that may be offered and sold in the capital markets. In a basic securitization structure, an entity, often a financial institution, originates or
otherwise </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>48 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">acquires a pool of financial assets, either directly or through an affiliate. It then sells the financial assets, again either directly or through an
affiliate, to a specially created investment vehicle that issues securities &#147;backed&#148; or supported by those financial assets, which securities are ABS. Payment on the ABS depends primarily on the cash flows generated by the assets in the
underlying pool and other rights designed to assure timely payment, such as liquidity facilities, guarantees or other features generally known as credit enhancements. While residential mortgages were the first financial assets to be securitized in
the form of MBS, <FONT STYLE="white-space:nowrap">non-mortgage</FONT> related securitizations have grown to include many other types of financial assets, such as credit card receivables, auto loans and student loans. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>U.S. GOVERNMENT OBLIGATIONS </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Securities issued or guaranteed by
U.S. government agencies and instrumentalities include obligations that are supported by: (a)&nbsp;the full faith and credit of the U.S. Treasury (<I>e.g</I>., direct pass-through certificates issued or guaranteed by the Government National Mortgage
Association (&#147;Ginnie Mae&#148; or &#147;GNMA&#148;); (b)&nbsp;the limited authority of the issuer or guarantor to borrow from the U.S. Treasury (<I>e.g</I>., obligations of Federal Home Loan Banks); or (c)&nbsp;only the credit of the issuer or
guarantor (<I>e.g</I>., obligations of Freddie Mac). In the case of obligations not backed by the full faith and credit of the U.S. Treasury, the agency issuing or guaranteeing the obligation is principally responsible for ultimate repayment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Agencies and instrumentalities that issue or guarantee debt securities and that have been established or sponsored by the U.S. government include, in addition
to those identified above, the Bank for Cooperatives, the Export-Import Bank, the Federal Farm Credit System, the Federal Intermediate Credit Banks, the Federal Land Banks, Fannie Mae and the Student Loan Marketing Association. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>MORTGAGE-BACKED SECURITIES, INCLUDING COMMERCIAL <FONT STYLE="white-space:nowrap">MORTGAGE-BACKED</FONT> SECURITIES </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in mortgage-backed securities. A mortgage-backed security is a type of pass-through security, which is a security representing pooled debt
obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage loans. Commercial mortgage-backed securities (&#147;CMBS&#148;) are
backed by a pool of mortgages on commercial property. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mortgage-backed securities are most commonly issued or guaranteed by Ginnie Mae, Fannie Mae or
Freddie Mac, but may also be issued or guaranteed by other private issuers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">GNMA is a government-owned corporation that is an agency of the U.S.
Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Government-related guarantors (<I>i.e.</I>, not backed by the full faith and credit of the United States government) include FNMA and FHLMC. FNMA is a
government-sponsored corporation. FNMA purchases conventional (<I>i.e</I>., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and
loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and
credit of the United States Government. FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>49 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">residential housing. It is a government-sponsored corporation that issues Participation Certificates (&#147;PCs&#148;), which are pass-through securities, each
representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States government. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On September&nbsp;6, 2008, the Federal Housing Finance Agency (&#147;FHFA&#148;) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA
succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and
chairman of the board of directors for each of FNMA and FHLMC. In addition, the U.S. Treasury Department agreed to provide FNMA and FHLMC with up to $100&nbsp;billion of capital each to ensure that they are able to continue to provide ongoing
liquidity to the U.S. home mortgage market. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its
mortgage-backed securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the
private issuer, may entail greater risk than obligations directly or indirectly guaranteed by the U.S. government. Any investments a Fund makes in mortgage-related securities that are issued by private issuers have some exposure to subprime loans as
well as to the mortgage and credit markets generally. Private issuers include commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose
vehicles or structured investment vehicles) and other entities that acquire and package mortgage loans for resale as mortgage-related securities. Unlike mortgage-related securities issued or guaranteed by the U.S. government or one of its sponsored
entities, mortgage-related securities issued by private issuers do not have a government or government sponsored entity guarantee, but may have credit enhancement provided by external entities such as banks or financial institutions or achieved
through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include: (1)&nbsp;the issuance of senior and subordinated securities (<I>e.g.,</I> the issuance of securities by a
special purpose vehicle in multiple classes or &#147;tranches,&#148; with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are
borne first by the holders of the subordinated class); (2)&nbsp;the creation of &#147;reserve funds&#148; (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve
against future losses); and (3)&nbsp;&#147;overcollateralization&#148; (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment of the securities and pay any servicing
or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, mortgage-related securities that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that
are applicable to those mortgage related securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private mortgage-related securities may, and frequently do, have less favorable
collateral, credit risk or other underwriting characteristics than government or government sponsored mortgage-related securities and have wider variances in a number of terms including interest rate, term, size, purpose and borrower
characteristics. Privately issued pools more frequently include second mortgages, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">high&nbsp;loan-to-value&nbsp;mortgages</FONT></FONT> and manufactured housing loans. The coupon rates
and maturities of the underlying mortgage loans in a private-label mortgage-related securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans
refer to loans made to borrowers with weakened credit </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>50 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases
higher default rates than those loans that meet government underwriting requirements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The risk
<FONT STYLE="white-space:nowrap">of&nbsp;non-payment&nbsp;is</FONT> greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting
mortgage loan repayments may include a general economic turndown, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by
holders of adjustable rate mortgages. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Privately issued mortgage-related securities are generally less liquid than obligations directly or indirectly
guaranteed by the U.S. government or a government-sponsored entity, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related securities held in a Fund&#146;s
portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans. The average life of a mortgage-backed security is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in
the pool or can result in credit losses. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>LOANS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may
invest in loans, including senior secured loans, unsecured and/or subordinated loans, loan participations and unfunded contracts. These loans are typically made by or issued to corporations primarily to finance acquisitions, refinance existing debt,
support organic growth, or pay out dividends, and are typically originated by large banks and are then syndicated out to institutional investors as well as to other banks. Loans typically bear interest at a floating rate, although some loans pay a
fixed rate. Floating rate loans have interest rates that reset periodically, typically monthly or quarterly. The interest rates on floating rate loans are generally based on a percentage above the London Inter-Bank Offered Rate, a U.S. bank&#146;s
prime or base rate, the overnight federal funds rate or another rate. Due to their lower place in the borrower&#146;s capital structure, unsecured and/or subordinated loans involve a higher degree of overall risk than senior bank loans of the same
borrower. Loan participations are loans that are shared by a group of lenders. Unfunded commitments are contractual obligations by lenders (such as the Fund) to loan an amount in the future or that is due to be contractually funded in the future.
Assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the
assigning lender. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. The types of covenants included
in loan agreements generally vary depending on market conditions, the creditworthiness of the borrower, the nature of the collateral securing the loan and other factors. Such restrictive covenants normally allow for early intervention and proactive
mitigation of credit risk by providing lenders with the ability to (1)&nbsp;intervene and either prevent or restrict actions that may potentially compromise the borrower&#146;s ability to repay the loan and/or (2)&nbsp;obtain concessions from the
borrower in exchange for waiving or amending a particular covenant. Loans with fewer or weaker restrictive covenants may limit the Fund&#146;s ability to intervene or obtain additional concessions from borrowers. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>51 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>SENIOR LOANS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in (i)&nbsp;senior loans made by
banks or other financial institutions to foreign corporations, partnerships and other business entities (each a &#147;Borrower&#148; and, collectively, &#147;Borrowers&#148;), (ii)&nbsp;assignments of such interests in senior loans, or
(iii)&nbsp;participation interests in senior loans. Senior loans hold the most senior position in the capital structure of a Borrower, are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is
senior to that held by subordinated debt holders and stockholders of the Borrower. The capital structure of a Borrower may include senior loans, senior and junior subordinated debt, preferred stock and common stock issued by the Borrower, typically
in descending order of seniority with respect to claims on the Borrower&#146;s assets. The proceeds of senior loans primarily are used by Borrowers to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases,
refinancings, internal growth and for other corporate purposes. A senior loan is typically originated, negotiated and structured by a U.S. or&nbsp;foreign&nbsp;commercial bank, insurance company, finance company or other financial institution
(&#147;Agent&#148;) for a lending syndicate of financial institutions which typically includes the Agent (&#147;Lenders&#148;). The Agent typically administers and enforces the senior loans on behalf of the other Lenders in the syndicate. In
addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Lenders. The Fund normally will rely primarily on the Agent to collect principal of and interest on a Senior Loan. Also, the Fund usually will rely
on the Agent to monitor compliance by the Borrower with the restrictive covenants in a loan agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Senior loans in which the Fund invests generally
pay interest at rates that are redetermined periodically at short-term intervals by reference to a base lending rate, plus a premium. Senior loans typically have rates of interest that are redetermined either daily, monthly, quarterly or
semi-annually by reference to a base lending rate plus a premium or credit spread. These base lending rates are primarily London Inter-Bank Offered Rate (&#147;LIBOR&#148;) (of any tenor, but typically between one month and six months, and
currency), and secondarily the prime rate offered by one or more major U.S. banks (the &#147;Prime Rate&#148;) and the certificate of deposit (&#147;CD&#148;) rate or other base lending rates used by commercial lenders. As adjustable rate loans, the
frequency of how often a senior loan resets its interest rate will impact how closely such senior loans track current market interest rates. Senior loans typically have a stated term of between one and eight years. In the experience of Nuveen Asset
Management, the average life of senior loans in recent years has been approximately two years because of prepayments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In July 2017, the Financial Conduct
Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. Alternatives to LIBOR are established or in development in most major currencies, including the
Secured Overnight Financing Rate (&#147;SOFR&#148;), which is intended to replace U.S. dollar LIBOR. It is unknown if SOFR will become the primary base lending rate for senior loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund primarily purchases senior loans by assignment from a participant in the original syndicate of lenders or from subsequent assignees of such
interests. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations
between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may purchase participation interests in the original syndicate making senior loans. Loan participation interests typically represent direct
participations in a loan to a corporate Borrower, and generally are offered by banks or other financial institutions or lending syndicates. The Fund may participate in such syndications, or can buy part of a senior loan, becoming a part Lender. When
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>52 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">purchasing a participation interest, the Fund assumes the credit risk associated with the corporate Borrower and may assume the credit risk associated with an
interposed bank or other financial intermediary. The participation interests in which the Fund may invest may not be rated by any NRSRO. See &#147;Risks&#151;Portfolio Level Risks&#151;Senior Loan Participation Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Although senior loans have the most senior position in a Borrower&#146;s capital structure and are often secured by specific collateral, they are typically
below investment grade quality and may have below investment grade ratings; these ratings are associated with securities having speculative characteristics. Senior loans rated below investment grade may therefore be regarded as &#147;junk,&#148;
despite their senior capital structure position or specific collateral pledged to secure such loans.&#148; The Fund may purchase and retain in its portfolio senior loans where the Borrowers have experienced, or may be perceived to be likely to
experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital
appreciation. At times, in connection with the restructuring of a senior loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Fund may determine or be required to accept equity securities or junior debt
securities in exchange for all or a portion of a senior loan. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>LOAN PARTICIPATIONS AND ASSIGNMENTS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may purchase participations and/or assignments in commercial loans. Such investments may be secured or unsecured and may pay interest at fixed or
floating rates. Loan participations and assignments involve special types of risk, including interest rate risk, liquidity risk and the risks of being a lender. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Loan participations typically represent direct participation, together with other parties, in a loan to a corporate borrower, and generally are offered by
banks or other financial institutions or lending syndicates. The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender. When purchasing loan participations, a Fund assumes the credit risk associated with the
corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The loan participations in which the Fund intends to invest may not be rated by any nationally recognized rating service. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in loans through a direct assignment of the financial institution&#146;s interests with respect to the loan may involve additional risks to the
Fund. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations
between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. If a loan is foreclosed, the Fund could
become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund could be held
liable as <FONT STYLE="white-space:nowrap">co-lender.</FONT> It is unclear whether loans and other forms of indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Fund
relies on Nuveen Asset Management&#146;s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A
loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal
and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions which are parties to the loan agreement. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>53 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless, under the terms of the loan, the Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other
financial intermediary to apply appropriate credit remedies against a corporate borrower. A financial institution&#146;s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes
insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the
agent bank for the benefit of the Fund were determined to be subject to the claims of the agent bank&#146;s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss
of principal and/or interest. In situations involving other interposed financial institutions (<I>e.g.</I>, an insurance company or governmental agency) similar risks may arise. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>SECOND LIEN LOANS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in second lien loans and
unsecured loans. Such loans are made by public and private corporations and other <FONT STYLE="white-space:nowrap">non-governmental</FONT> Borrowers for a variety of purposes. As in the case of senior loans, the Fund may purchase interests in second
lien loans and unsecured loans through assignments or participations. Second lien loans have similar characteristics as senior loans except that such interests are junior in priority to debt secured with a first lien. Second lien loans are second in
priority of payment to one or more senior loans of the related Borrower and are typically secured by a second priority security interest or lien to or on specified collateral securing the Borrower&#146;s obligation under the indebtedness. They
typically have similar protections and rights as senior loans. Second lien loans are not (and by their terms cannot become) subordinate in priority of payment to any obligation of the related Borrower other than senior loans of such Borrower. Second
lien loans may feature fixed or floating rate interest payments. Because second lien loans are junior to senior loans, they present a greater degree of investment risk but often pay interest at higher rates reflecting this additional risk. In
addition, second lien loans of below investment grade quality share many of the risk characteristics of other below investment grade debt instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unsecured loans generally have lower priority in right of payment compared to holders of secured interests of the Borrower. Unsecured loans are not secured by
a security interest or lien to or on specified collateral securing the Borrower&#146;s obligation under the indebtedness. Unsecured loans by their terms may be or may become subordinate in right of payment to other obligations of the Borrower,
including senior loans, second lien loans and other interests. Unsecured loans may have fixed or adjustable floating rate interest payments. Because unsecured loans are subordinate to senior loans and other secured debt of the Borrower, they present
a greater degree of investment risk but often pay interest at higher rates reflecting this additional risk. Such investments generally are of below investment grade quality. Unsecured loans of below investment grade quality share many of the same
risks of other below investment grade debt instruments. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>SUBORDINATED LOANS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The subordinated loans in which the Fund may invest are typically privately-negotiated investments that rank junior in priority of payment to senior debt, such
as senior loans, and are often unsecured. Because subordinated interests may rank lower as to priority of payment than senior loans and second lien loans of the Borrower, they may present a greater degree of investment risk than senior loans and
second lien loans but often pay interest at higher rates reflecting this additional risk. Other than their more subordinated status, such investments have many characteristics and risks similar to senior loans and second lien loans discussed above.
Subordinated interests of below investment grade quality share risks </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>54 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">of other below investment grade debt instruments. Subordinated loans rank senior to common and preferred equity in a Borrower&#146;s capital structure.
Subordinated loans may have elements of both debt and equity instruments, offering fixed or adjustable rates of return in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital
appreciation of a Borrower, if any, through an equity interest. This equity interest may take the form of warrants or direct equity investments which will be in conjunction with the subordinated loans. Due to their higher risk profile and often less
restrictive covenants as compared to senior loans, subordinated loans generally earn a higher return than secured senior loans. The warrants associated with subordinated loans are typically detachable, which allows lenders the opportunity to receive
repayment of their principal on an agreed amortization schedule while retaining their equity interest in the Borrower. Subordinated loans also may include a &#147;put&#148; feature, which permits the holder to sell its equity interest back to the
Borrower at a price </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">determined through an agreed formula. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in subordinated loans that are primarily unsecured and that provide for relatively high, adjustable rates of interest, providing the Fund
with significant current interest income. The subordinated loans in which the Fund may invest may have interest-only payments in the early years, with amortization of principal deferred to the later years of the subordinated loans. In some cases,
the Fund may acquire subordinated loans that, by their terms, convert into equity or additional debt instruments or defer payments of interest for the first few years after issuance. Also, in some cases the subordinated loans in which the Fund may
invest will be collateralized by a subordinated lien on some or all of the assets of the Borrower. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PREFERRED SECURITIES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in all types of preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional
preferred securities are generally equity securities of the issuer that have priority over the issuer&#146;s common shares as to the payment of dividends (<I>i.e., </I>the issuer cannot pay dividends on its common shares until the dividends on the
preferred shares are current) and as to the payout of proceeds of a bankruptcy or other liquidation, but are subordinate to an issuer&#146;s senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other
liquidation, traditional preferred securities are generally subordinate to an issuer&#146;s trade creditors and other general obligations. Traditional preferred securities may be perpetual or have a term, and typically have a fixed liquidation (or
&#147;par&#148;) value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The term &#147;preferred securities&#148; also includes certain hybrid securities and other types of preferred securities that do
not have the traditional features described above. Preferred securities that are hybrid securities often behave similarly to investments in traditional preferred securities and are regarded by market investors as being part of the preferred
securities market. Such hybrid securities possess varying combinations of features of both debt and traditional preferred securities and as such they may constitute senior debt, junior debt or preferred shares in an issuer&#146;s capital structure.
Thus, they may not be subordinate to a company&#146;s debt securities (as are traditional preferred securities). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Hybrid securities include trust
preferred securities. Trust preferred securities are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation or other special
purpose entity, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and floating coupon rate securities that are either perpetual
in nature or have stated maturity dates. Trust preferred securities may defer payment of income without </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>55 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">triggering an event of default. These securities may have many characteristics of equity due to their subordinated position in an issuer&#146;s capital
structure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by the
investment marketplace to be part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance
characteristics, in common with exchange-listed traditional preferred securities and hybrid securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a general matter, dividend or interest payments on preferred securities may be cumulative or non-cumulative and may be deferred (in the case of cumulative
payments) or skipped (in the case of non-cumulative payments) at the option of the issuer. Generally, preferred security holders have no voting rights with respect to the issuing company, except in some cases voting rights may arise if the issuer
fails to pay the preferred share dividends or if a declaration of default occurs and is continuing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Preferred securities may either trade <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> (&#147;OTC&#148;) or trade on an exchange. Preferred securities can be structured differently for retail and institutional investors, and the Fund may invest
in preferred securities of either structure. The retail segment is typified by $25 par value exchange-traded securities and the institutional segment is typified by $1,000 par value OTC securities. Both $25 and $1,000 par value securities are often
callable at par value, typically at least five years after their original issuance date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Preferred securities may be issued with either a final maturity
date, or as a perpetual structure. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer&#146;s option for a specified time without any adverse consequence to the issuer. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>HIGH YIELD INSTRUMENTS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">High yield instruments or &#147;junk
bonds&#148; that are rated below investment grade involve a greater degree of risk (in particular, a greater risk of default) than, and special risks in addition to, the risks associated with investment grade instruments. Under rating agency
guidelines, medium- and lower-rated instruments and comparable unrated instruments will likely have some quality and protective characteristics that are outweighed by large uncertainties or major risk exposures to adverse conditions. Medium- and
lower-rated instruments may have poor prospects of ever attaining any real investment standing, may have a current identifiable vulnerability to default or be in default, may be unlikely to have the capacity to pay interest or dividends and repay
liquidation preference or principal when due in the event of adverse business, financial or economic conditions, and/or may be likely to be in default or not current in the payment of interest, dividends, liquidation preference or principal. Such
instruments are considered speculative with respect to the issuer&#146;s capacity to pay interest or dividends and repay liquidation preference or principal in accordance with the terms of the obligation. Accordingly, it is possible that these types
of factors could reduce the value of securities held by the Fund with a commensurate effect on the value of the Common Shares. High yield instruments involve substantial risk of loss and are susceptible to default or decline in market value due to
real or perceived adverse economic and business developments or competitive industry conditions, as compared to higher-rated instruments. These instruments generally provide higher income than investment grade instruments in an effort to compensate
investors for their higher risk of default, which is the issuer&#146;s failure to make required interest, dividends, liquidation preference or principal payments on the securities. High yield instruments issuers include small or relatively new
companies lacking the history or capital to merit investment-grade </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>56 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">status, former blue chip companies downgraded because of financial problems, companies electing to borrow heavily to finance or avoid a takeover or buyout, and
firms with heavy debt loads. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The secondary markets for these instruments are generally not as liquid as the secondary markets for higher rated
instruments. The secondary markets for high yield instruments are concentrated in relatively few market makers and the participants in the market are mostly institutional investors, including insurance companies, banks, other financial institutions
and mutual funds. In addition, the trading volume for high yield instruments is generally lower than that for higher-rated instruments, and the secondary markets could contract under adverse market or economic conditions independent of any specific
adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the ability of the Fund to dispose of particular portfolio investments, may adversely affect the Fund&#146;s NAV per share and may limit the ability
of the Fund to obtain accurate market quotations for purposes of valuing securities and calculating NAV. If the Fund is not able to obtain precise or accurate market quotations for a particular instrument, it will become more difficult to value the
Fund&#146;s portfolio investments, and a greater degree of judgment may be necessary in making such valuations. Less liquid secondary markets may also affect the ability of the Fund to sell instruments at their fair value. If the secondary markets
for high yield instruments contract due to adverse economic conditions or for other reasons, certain securities in the Fund&#146;s portfolio may become illiquid and the proportion of the Fund&#146;s assets invested in illiquid instruments may
significantly increase. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Prices for high yield instruments may be affected by legislative and regulatory developments. These laws could adversely affect
the Fund&#146;s NAV and investment practices, the secondary market for high yield instruments, the financial condition of issuers of these securities and the value of outstanding high yield instruments. See &#147;Risks&#151;Portfolio Level
Risks&#151;Below Investment Grade Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">High yield instruments rated in the lower rating categories (Caa1 or lower by Moody&#146;s, CCC&#043; or
lower by S&amp;P or Fitch, or comparably rated by another NRSRO) are subject to very high credit risk. The Fund may not invest in an issuer who is in default on its obligations to pay principal or interest thereon when due or that is in bankruptcy
or insolvency proceedings. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>REGULATION S SECURITIES </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
Fund may seek to provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in the Subsidiary. The Fund may also invest directly in Regulation S securities that are freely tradable in the U.S. Regulation S
securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the SEC pursuant to Regulation S of the 1933 Act. Offerings of Regulation S securities may be conducted outside of
the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Although Regulation S securities may be resold in privately negotiated transactions, the price realized from
these sales could be less than the price originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure of other investor protection requirements that would be applicable if their
securities were publicly traded. Accordingly, Regulation&nbsp;S securities may involve a high degree of business and financial risk and may result in substantial losses. See &#147;Risks&#151;Fund Level Risks&#151;Subsidiary Risk&#148; and
&#147;&#151;Portfolio Level Risks&#151;Regulation S Securities Risk.&#148; </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>ILLIQUID INVESTMENTS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in illiquid investments (<I>i.e.</I>, investments that are not readily marketable), including, but not limited to, restricted investments
(investments the disposition of which is restricted under the </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>57 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act that are deemed to be illiquid, and certain repurchase
agreements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Restricted investments 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 1933 Act. Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell a investment under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell. To
the extent that the Board of Trustees or its delegatee determines that the price of any illiquid investment provided by the pricing service is inappropriate, such investment will be priced at a fair value as determined in good faith by the Board or
its delegatee. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>DERIVATIVES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I></I>The Fund may use certain
derivative instruments in pursuit of its investment objective. Such instruments include financial futures contracts, forward contracts, swap contracts (including interest rate, total return and credit default swaps), options on financial futures,
options on swap contracts or other derivative instruments. The credit default swaps in which the Fund may invest include CDX and single-name CDS. A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps
on high-yield bonds. Certain CDX instruments are subject to mandatory central clearing and exchange trading, which may reduce counterparty credit risk and increase liquidity compared to other credit default swaps or CDX transactions. Unlike other
types of credit default swaps, single-name CDS do not have the benefit of diversification across many issuers. Interest rate swaps involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, such
as an exchange of fixed-rate payments for floating rate payments. The Fund will usually enter into interest rate swaps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified in
the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. See &#147;Portfolio Composition and Other Information&#151;Hedging Strategies and Other Uses of Derivatives&#148; in the SAI and
&#147;Asset Segregation&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The requirements for qualification as a regulated investment company (&#147;RIC&#148;) may also limit the extent to
which the Fund may invest in futures, options on futures and swaps. See &#147;Tax Matters.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors and Nuveen Asset Management may use
derivative instruments to seek to enhance return, to attempt to hedge some of the risk of the Fund&#146;s investments in fixed-income investments, to attempt to manage the effective maturity or duration of investments in the Fund&#146;s portfolio or
as a substitute for a position in&nbsp;the underlying asset. These types of strategies may generate taxable income. The Fund will value derivative instruments at market/fair value for purposes of calculating compliance with the Fund&#146;s 80%
investment policy in fixed-income investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There is no assurance that these derivative strategies will be available at any time or that, if used,
that the strategies will be successful. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Swap transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may enter into total return, interest rate and credit default swap agreements and interest rate caps, floors and collars. The Fund may also enter into
options on the foregoing types of swap agreements (&#147;swap options&#148;). </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>58 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may enter into swap transactions for any purpose consistent with its investment objective 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 attempt to reduce risk arising from the
ownership of a particular instrument, or to gain exposure to certain sectors or markets in the most economical way possible. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 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, <I>e.g</I>., 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. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Interest rate swaps, caps, collars and floors </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Interest rate swaps are bilateral contracts in which each party agrees to make periodic payments to the other party based on different referenced interest
rates (<I>e.g</I>., a fixed rate and a floating rate) applied to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to
receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor or vice versa to protect the Fund against interest rate movements exceeding
given minimum or maximum levels. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The use of interest rate transactions, such as interest rate swaps and caps, is a highly specialized activity that
involves investment techniques and risks different from those associated with ordinary portfolio investment transactions. Depending on the state of interest rates in general, the Fund&#146;s use of interest rate swaps or caps could enhance or harm
the overall performance of the Fund&#146;s common shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, and could result in a decline in the NAV of the common shares. In addition, if
short-term interest rates are lower than the Fund&#146;s fixed rate of payment on the interest rate swap, the swap will reduce common share net earnings. If, on the other hand, short-term interest rates are higher than the fixed rate of payment on
the interest rate swap, the swap will enhance common share net earnings. Buying interest rate caps could enhance the performance of the common shares by providing a maximum leverage expense. Buying interest rate caps could also decrease the net
earnings of the common shares in the event that the premium paid by the Fund to the counterparty exceeds the additional amount such Fund would have been required to pay had it not entered into the cap agreement. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Total return swaps </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In a total return swap, one party agrees
to pay the other the &#147;total return&#148; 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 Fund 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 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>59 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. In connection with the Fund&#146;s position in a swap contract, the Fund will segregate liquid assets or will otherwise cover its position in accordance with applicable SEC requirements. See &#147;&#151;Asset
Segregation&#148; below. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Credit default swaps </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A
credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. Credit default swaps may require initial premium (discount) payments as well as periodic payments (receipts)
related to the interest leg of the swap or to the default of a reference obligation. The Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund may buy protection to attempt to mitigate the risk of default or
credit quality deterioration in an individual security or a segment of the fixed income securities market to which it has exposure, or to take a &#147;short&#148; position in individual bonds or market segments which it does not own. The Fund 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 Fund
would 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), such as a U.S. or foreign corporation, 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 Fund. Thus, the cost to the Fund would be the premium paid with respect to the agreement. If a credit event occurs, however, the Fund 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 Fund bears the risk that the protection seller may fail to satisfy its payment obligations. If the Fund sells or writes credit default
swaps, the Fund will segregate the full notional amount of the payment obligation under the credit default swap that must be paid upon the occurrence of a credit event. See &#147;&#151;Asset Segregation&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund 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 Fund would have to pay the buyer, such as a U.S. or foreign corporate issuer, 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 Fund effectively adds the economic effect of leverage to its portfolio because, in addition to being subject to investment exposure on
its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligation(s) directly, plus the additional risks related to obtaining
investment exposure through a derivative instrument discussed below under &#147;&#151;Risks Associated with Swap Transactions.&#148; </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Swap options </B></P>
 <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 Fund may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, the
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>60 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fund generally would incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund 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 Fund writes a swap option, upon exercise of the option the Fund would become obligated according to the terms of the
underlying agreement. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks associated with swap transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The use of swap transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio
investment transactions. See &#147;Risks&#151;Portfolio Level Risks&#151;Risk of Swaps and Swap Options.&#148; </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Futures and options on futures generally
</B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A futures contract is an agreement between two parties to buy and sell a security, index or interest rate (each a &#147;financial
instrument&#148;) 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 (same exchange, underlying financial instrument, and delivery month). 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unlike when the Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract. Initially, the
Fund will be required to deposit with the futures broker, known as a futures commission merchant (&#147;FCM&#148;), an amount of cash or securities equal to a varying 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 in the margin account generally is not income producing. However, couponbearing securities, such as Treasury securities, held in margin accounts generally will earn income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 Fund as unrealized gains or losses. At any time prior to expiration of the futures
contract, the Fund 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 Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of the Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the
amount received by the FCM&#146;s other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs and the Fund may have to segregate additional liquid assets in accordance with applicable SEC
requirements. See &#147;&#151;Asset Segregation&#148; below. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>61 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A futures option gives the purchaser of such option 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 at any time during the period of the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the writer is assigned the opposite short position. Upon
the exercise of a put option, the opposite is true. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Options on currencies </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may purchase put and call options on foreign currencies. A foreign currency option provides the option buyer with the right to buy or sell a stated
amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the
obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such
options at any time prior to expiration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign
currency put option rises in value if the underlying currency depreciates. While purchasing a foreign currency option may protect the Fund against an adverse movement in the value of a foreign currency, it would limit the gain which might result
from a favorable movement in the value of the currency. For example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. In such an event, however, the amount of the Fund&#146;s gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered into a contract to purchase a security
denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead
depreciated in value. In such a case, the Fund could acquire the amount of foreign currency needed for settlement in the spot market at a lower price than the exercise price of the option. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Forward currency contracts and other foreign currency transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may enter into forward currency contracts. A forward currency contract involves an obligation to purchase or sell a specific currency at a future
date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their
customers. Unlike futures contracts, which are standardized contracts, forward contracts can be specifically drawn to meet the needs of the parties that enter into them. The parties to a forward currency contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and complete the contemplated exchange. Because forward contracts are not traded on an exchange, the Fund is subject to the credit and performance risk of the counterparties to such
contracts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following, among others, are types of currency management strategies involving forward contracts that may be used by the Fund. The Fund
also may use currency futures contracts and options thereon, put and call options on foreign currencies and currency swaps for the same purposes. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Position
hedges </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund could also use forward contracts to lock in the U.S. dollar value of portfolio positions. This is known as a &#147;position
hedge.&#148; When the Fund believes that a foreign currency might suffer a substantial </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>62 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">decline against the U.S. dollar, it could enter into a forward contract to sell an amount of that foreign currency approximating the value of some or all of
the Fund&#146;s portfolio investments denominated in that foreign currency. When the Fund believes that the U.S. dollar might suffer a substantial decline against a foreign currency, it could enter into a forward contract to buy that foreign
currency for a fixed dollar amount. Alternatively, the Fund could enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount if the Fund&#146;s portfolio managers believe that the U.S. dollar value of that
foreign currency will fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio investments of the Fund are denominated. This is referred to as a &#147;cross hedge.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Shifting currency exposure </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may also enter into
forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to foreign currency or from one foreign currency to another foreign currency. This strategy tends to limit
exposure to the currency sold, and increase exposure to the currency that is purchased, much as if the Fund had sold an investment denominated in one currency and purchased an equivalent investment denominated in another currency. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>OTHER INVESTMENT COMPANIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in securities of
other investment companies such as, among others, ETFs, subject to limitations imposed by the 1940 Act, rules promulgated thereunder and exemptive orders issued by the SEC. The Fund generally expects that it may invest in&nbsp;other investment
companies&nbsp;during periods when it has large amounts of uninvested cash, such as during periods when there is a shortage of attractive securities of the types in which the Fund may invest directly available in the market. As an investor in an
investment company, the Fund will bear its ratable share of that investment company&#146;s expenses, and would remain subject to payment of the Fund&#146;s advisory and administrative fees with respect to assets so invested. Common Shareholders
would therefore be subject to duplicative expenses to the extent the Fund invests in&nbsp;other investment companies. Nuveen Asset Management will take expenses into account when evaluating the investment merits of an investment in the investment
company relative to available securities of the types in which the Fund may invest directly. In addition, the securities of&nbsp;other investment companies&nbsp;may be leveraged and therefore will be subject to leverage risks. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>ASSET SEGREGATION </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a
<FONT STYLE="white-space:nowrap">closed-end</FONT> investment company registered with the SEC, the Fund is subject to the federal securities laws, including the 1940 Act, the rules thereunder, and various interpretive positions of the SEC and its
staff. Under current laws, rules and positions, the Fund must maintain liquid assets (often referred to as &#147;asset segregation&#148;), or engage in other SEC staff-approved measures, to &#147;cover&#148; open positions with respect to certain
kinds of derivative instruments and financial agreements (such as reverse repurchase agreements). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Generally, the Fund will maintain an amount of liquid
assets with its custodian in an amount at least equal to the current amount of its obligations under derivative instruments and financial agreements, in accordance with SEC guidance. However, the Fund also may &#147;cover&#148; certain obligations
by other means such as through ownership of the underlying investment or financial instrument. The Fund also may enter into offsetting transactions with respect to certain instruments consistent with existing SEC staff guidance so that its combined
position, coupled with any liquid assets maintained by its custodian, equals its net outstanding obligation in related derivatives or financial agreements. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>63 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio composition and other information </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The SEC recently adopted new Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> under the 1940 Act, which imposes limits on the amount of derivatives a fund
can enter into and replaces the asset segregation framework previously used by funds to comply with Section&nbsp;18 of the 1940 Act, among other requirements. The Fund will comply with the new rule&#146;s requirements on or before the SEC&#146;s
compliance date in 2022. See &#147;Risks&#151;Portfolio Level Risks&#151;Derivatives Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund reserves the right to modify its policies in
the future to comply with any changes in the positions from time to time articulated by the SEC or its staff. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>TEMPORARY DEFENSIVE INVESTMENTS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">During temporary defensive periods, the period in which the net proceeds of this offering of Common Shares are first being invested (the &#147;invest-up
period&#148;), the &#147;wind-up&#148; period (the approximately six month period during which the Fund is transitioning its portfolio as the Fund&#146;s Termination Date approaches) during which the Fund is transitioning its portfolio as the
Termination Date approaches or the period in which the Fund&#146;s assets are being liquidated in anticipation of the Fund&#146;s termination, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest
up to 100% of its Managed Assets in short-term investments, including high quality, short-term securities or may invest in short-, intermediate-, or long-term U.S. Treasury securities. During the invest-up period, the Fund may also purchase
securities issued by ETFs that invest primarily in fixed-income investments of the types in which the Fund may invest directly. Any such investments in ETFs will be in compliance with the limitations imposed by the 1940 Act, the rules promulgated
thereunder, or pursuant to any exemptive relief obtained thereunder. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PORTFOLIO TURNOVER </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It is not the Fund&#146;s policy to engage in
transactions with the objective of seeking profits from short-term trading. However, the Fund may engage in active and frequent trading when Nuveen Fund Advisors or Nuveen Asset Management believes such trading is, in light of prevailing economic
and market circumstances, in the best interests of the Fund&#146;s shareholders. Although the Fund cannot predict its annual portfolio turnover rate, it is generally not expected to exceed 75% under normal circumstances. Frequent trading also
increases transaction costs, which could detract from the Fund&#146;s performance, and may result in the realization of net short-term capital gains by the Fund which, when distributed to Common Shareholders, will be treated as ordinary income. See
&#147;Tax Matters&#148; and &#147;Risks&#151;Fund Level Risks&#151;Frequent Trading Risk.&#148; </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_8"></A>Leverage </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund anticipates using leverage to pursue its investment objective. The Fund may use leverage to the extent permitted under the 1940 Act. The Fund may
source leverage initially and throughout the life of the Fund through a number of methods including through borrowings, issuing Preferred Shares, the issuance of debt securities, entering into reverse repurchase agreements (effectively a borrowing),
and investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic effect of leverage because the Fund&#146;s investment exposure to the underlying bonds held by the
trust have been effectively financed by the trust&#146;s issuance of floating rate certificates. In addition, the Fund may use derivatives that may have the economic effect of leverage. The sources of leverage will vary depending on market
conditions. See &#147;Leverage,&#148; &#147; Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk,&#148; and &#147;Portfolio Composition and Other Information&#151;Derivatives.&#148; The Fund anticipates using such leverage in
an aggregate amount equal to approximately </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>64 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Leverage </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">35% of the Fund&#146;s Managed Assets, if current market conditions persist. The Fund may employ leverage through the&nbsp;issuance of Preferred Shares within
12 months after the completion of this offering, but may do so only if the Board of Trustees determines it to be in the best interests of Common Shareholders. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may use derivatives, such as interest rate swaps with varying terms, in order to hedge duration risk or manage the interest rate expense associated
with all or a portion of its leverage. Interest rate swaps are <FONT STYLE="white-space:nowrap">bi-lateral</FONT> agreements whereby parties agree to exchange future payments, typically based upon the differential of a fixed rate and a variable
rate, on a specified notional amount. Interest rate swaps can enable the Fund to effectively convert its variable leverage expense to fixed, or vice-versa. For example, if the Fund issues leverage having a short-term floating rate of interest, the
Fund could use interest rate swaps to hedge against a rise in the short-term benchmark interest rates associated with its outstanding leverage. In doing so, the Fund would seek to achieve lower leverage costs, and thereby enhance Common Share
distributions, over an extended period, which would be the result if short-term market interest rates on average exceed the fixed interest rate over the term of the swap. To the extent the fixed swap rate is greater than short-term market interest
rates on average over the period, overall costs associated with leverage will be greater (and thereby reduce distributions to Common Shareholders) than if the Fund had not entered into the interest rate swap(s). See &#147;Portfolio Composition and
Other Information&#151;Derivatives.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund also may borrow for temporary purposes as permitted by the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In pursuit of its investment objective, the Fund has the ability to actively and dynamically reduce or increase the amount and type of leverage based upon
changes in market conditions, composition of the Fund&#146;s holdings and remaining time until the Fund&#146;s Termination Date. The Fund&#146;s leverage ratio will vary from time to time based upon such changes in the amount of leverage used and
variations in the value of the Fund&#146;s holdings. So long as the net income received from the Fund&#146;s investments purchased with leverage proceeds exceeds the then current expense of any leverage, the investment of the proceeds of leverage
will generate more net income than if the Fund had not leveraged itself. Under these circumstances, the excess net income will be available to pay higher distributions to Common Shareholders. However, if the net income received from the Fund&#146;s
portfolio investments purchased with the proceeds of leverage is less than the current expense of any leverage, the Fund may be required to utilize other Fund assets to make interest or dividend payments on its leveraging instruments which may
result in a decline in Common Share NAV and reduced net investment income available for distribution to Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund pays a management
fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund&#146;s use of most types of leverage
(excluding the leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund&#146;s net assets as well as assets that are attributable to the Fund&#146;s investment of the proceeds of
its leverage, it is anticipated that the Fund&#146;s Managed Assets will be greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management will be responsible for using leverage to pursue the Fund&#146;s investment objective. Nuveen
Fund Advisors and Nuveen Asset Management will base their decision regarding whether and how much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether such use of leverage is in the best interests of the Fund.
However, a decision to employ or increase leverage will have the effect, all other things being equal, of increasing Managed Assets and in turn Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s management fees. Thus, Nuveen Fund Advisors
and Nuveen Asset Management may have a conflict of interest in determining whether to use or increase leverage. Nuveen Fund Advisors and Nuveen Asset Management will seek to manage that potential conflict by using leverage only when they determine
that </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>65 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Leverage </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">it would be in the best interests of the Fund and its Common Shareholders, and by periodically reviewing with the Board of Trustees the Fund&#146;s performance
and the Fund&#146;s degree of overall use of leverage and the impact of the use of leverage on that performance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may issue &#147;senior
securities&#148; as defined under the 1940 Act. The 1940 Act generally defines a &#147;senior security&#148; as any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a
class having priority over any other class as to distribution of assets or payment of dividends; however, the term does not include any promissory note or other evidence of indebtedness issued in consideration of any loan, extension, or renewal
thereof, made for temporary purposes and in an amount not exceeding five percent of the value of the Fund&#146;s total assets. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the 1940 Act, the Fund is not permitted to issue &#147;senior securities&#148; that are Preferred Shares if, immediately after the issuance of Preferred
Shares, the asset coverage ratio with respect to such Preferred Shares would be less than 200%. With respect to any such Preferred Shares, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and
indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the aggregate liquidation preference of such Preferred Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the 1940 Act, the Fund is not permitted to issue &#147;senior securities representing indebtedness&#148; if, immediately after the issuance of such
senior securities representing indebtedness, the asset coverage ratio with respect to such senior securities would be less than 300%. &#147;Senior securities representing indebtedness&#148; include borrowings (including loans from financial
institutions) and debt securities. &#147;Senior securities representing indebtedness&#148; also include other derivative investments or transactions, such as reverse repurchase agreements, to the extent the Fund has not fully covered, segregated or
earmarked cash or liquid assets in accordance with the 1940 Act, the rules thereunder, and applicable positions of the SEC and its staff. With respect to any such senior securities representing debt, asset coverage means the ratio which the value of
the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as defined in the 1940 Act), bears to the aggregate amount of such borrowing represented by senior securities issued by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Fund issues senior securities and the asset coverage with respect to such senior securities declines below the required ratios discussed above (as a
result of market fluctuations or otherwise), the Fund may sell portfolio securities when it may be disadvantageous to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain types of leverage
used by the Fund may result in the Fund being subject to certain covenants, asset coverage or other portfolio composition limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities,
or reverse repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940 Act and may impact whether the Fund is able to maintain its desired amount of leverage. At this time Nuveen Fund Advisors does not believe
that any such potential investment limitations will impede it from managing the Fund&#146;s portfolio in accordance with its investment objective and policies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Utilization of leverage is a speculative investment technique and involves certain risks to the Common Shareholders, including increased variability of the
Fund&#146;s net income, distributions and NAV in relation to market changes. See &#147;Risks&#151;Fund Level Risks&#151;Leverage Risk.&#148; There is no assurance that the Fund will use leverage or that the Fund&#146;s use of leverage will work as
planned or achieve its goals. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>66 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Leverage </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>EFFECTS OF LEVERAGE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Assuming the utilization of leverage in an
aggregate amount of approximately 35% of the Fund&#146;s Managed Assets, at an interest and/or dividend rate of 0.85% payable on such leverage, the income generated by the Fund&#146;s portfolio (net of non-leverage expenses) must exceed 0.30% in
order to cover such interest and/or dividend payments and other expenses. Of course, these numbers are merely estimates, used for illustration. Actual interest and/or dividend rates may vary frequently and may be significantly higher or lower than
the rate estimated above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on
Common Share total return, assuming investment portfolio total returns (comprised of income and changes in the value of investments held in the Fund&#146;s portfolio) of &#150;10%, &#150;5%, 0%, 5% and 10%. These assumed investment portfolio returns
are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Actual returns may be greater or less than those shown below. See &#147;Risks.&#148; The table
further reflects the use of leverage representing 35% of the Fund&#146;s Managed Assets, net of expenses, and the Fund&#146;s currently projected annual interest rate and/or dividend on its leverage of 0.85%. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Assumed Portfolio Total Return (Net of Expenses)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(10</TD>
<TD NOWRAP VALIGN="bottom">)%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(5</TD>
<TD NOWRAP VALIGN="bottom">)%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">%</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Common Share Total Return</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(15.84</TD>
<TD NOWRAP VALIGN="bottom">)%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(8.15</TD>
<TD NOWRAP VALIGN="bottom">)%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(0.46</TD>
<TD NOWRAP VALIGN="bottom">)%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7.23</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">14.93</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Common Share Total Return is composed of two elements: the Common Share dividends paid by the Fund (the amount of which is
largely determined by the net investment income of the Fund after paying interest and/or dividends on its leverage) and gains or losses on the value of the investments the Fund owns. The table required by SEC rules above assumes that the Fund is
more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0% the Fund must assume that the interest it receives on its portfolio investments is entirely offset by losses in the value of those
investments. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_9"></A>Risks </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is a
diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments,
there can be no assurance that the Fund will achieve its investment objective. The Fund&#146;s performance and the value of its investments will vary in response to changes in interest rates, inflation, the financial condition of an
investment&#146;s issuer, ratings on an investment, perceptions of the issuer, and other market factors. Your Common Shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund
dividends and distributions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The risks have been divided into (i) Portfolio Level Risks, (ii) Fund Level Risks, and (iii) Other Risks. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PORTFOLIO LEVEL RISKS </B></P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Impact Criteria and ESG criteria investing risk
</B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Impact Criteria and/or Nuveen&#146;s ESG investment criteria may exclude investments of certain issuers for non-financial reasons,
the Fund may forgo some market opportunities available to funds that do not use these criteria. This may cause the Fund to underperform the market as a whole or other funds that do not use an Impact Criteria or ESG investment strategy or that use a
different methodology or </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>67 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">different factors to determine an investment&#146;s impact and/or Nuveen&#146;s ESG
investment criteria. In addition, there is a risk that the companies identified by the Impact Criteria or ESG investment criteria do not operate as expected when addressing social and environmental impact and ESG issues. A company&#146;s social and
environmental impact and ESG performance or Nuveen Asset Management&#146;s assessment of a company&#146;s social and environmental impact and ESG performance could vary over time, which could cause the Fund to be temporarily invested in companies
that do not comply with the Fund&#146;s approach towards considering Impact Criteria or ESG investment criteria. There are significant differences in interpretations of what it means for a company to have positive Impact Criteria or ESG investment
criteria. While Nuveen Asset Management believes its evaluation of Impact Criteria and/or ESG investment criteria is reasonable, the portfolio decisions it makes may differ with other investors&#146; or advisers&#146; views. In making investment
decisions, Nuveen Asset Management relies on information and data that could be incomplete or erroneous, which could cause Nuveen Asset Management to incorrectly assess a company&#146;s Impact Criteria and/or ESG investment criteria. The third-party
data providers may differ in the data they provide for a given investment or between industries, or may only take into account one of many ESG-related components of a company. Accordingly, the information used by Nuveen Asset Management to evaluate
the ESG criteria of the Fund&#146;s investments may not be complete or accurate, and may vary across providers and issuers, as ESG is not a uniformly defined characteristic. Furthermore, data availability and reporting with respect to Impact
Criteria or the ESG investment criteria may not always be available or may become unreliable. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Active management risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is actively managed and depends heavily on Nuveen Asset Management&#146;s judgment about markets, interest rates or the attractiveness, relative
values, liquidity, or potential appreciation of particular investments made for the Fund&#146;s portfolio. The Fund could experience losses if these judgments prove to be incorrect. Additionally, legislative, regulatory, or tax developments may
adversely affect management of the Fund and, therefore, the ability of the Fund to achieve its investment objective. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Debt securities risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Issuers of debt instruments in which the Fund may invest may default on their obligations to pay principal or interest when due. This non-payment would result
in a reduction of income to the Fund, a reduction in the value of a debt instrument experiencing non-payment and, potentially, a decrease in the NAV of the Fund. There can be no assurance that liquidation of collateral would satisfy the
issuer&#146;s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of an issuer, the Fund could experience delays or limitations with respect to its
ability to realize the benefits of any collateral securing a security. To the extent that the credit rating assigned to a security in the Fund&#146;s portfolio is downgraded, the market price and liquidity of such security may be adversely affected.
When market interest rates rise, the market value of such instruments generally will fall. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the Fund may be exposed to certain debt
securities risks through its sukuk investments. Most sukuk do not provide investors with bona fide legal ownership of the underlying assets, and the periodic and final payments to sukuk investors are not generally linked to the value of the
underlying assets. As a result, most sukuk are considered unsecured obligations whose risks and returns are similar to those of conventional debt instruments. Investors typically have no direct recourse to the underlying assets and do not have a
secured claim against the obligor. In addition, investors&#146; ability to pursue and enforce actions with respect to these payment obligations or to otherwise enforce the terms of the sukuk, restructure the sukuk, obtain a judgment in a court of
competent jurisdiction, and/or attach assets of the </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>68 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">obligor may be limited. The structural complexity of sukuk and the immaturity of the
sukuk market increase the potential risks of investing in sukuk, including operational, legal, and investment risks. Sukuk can be less liquid than other types of investments and it may be difficult at times to invest in or dispose of sukuk. In
addition, evolving interpretations of Sharia law by courts or Islamic scholars on sukuk structures and sukuk transferability, or a determination subsequent to the issuance of the sukuk by some Islamic scholars that certain sukuk do not comply with
Sharia law and its investment principles, could have a dramatic adverse effect on the price and liquidity of a particular sukuk or the sukuk market in general. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Below investment grade risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Instruments of below investment
grade quality are regarded as having predominately speculative characteristics with respect to the issuer&#146;s capacity to pay interest, dividends and repay principal, and are commonly referred to as &#147;high yield&#148; or &#147;junk,&#148;
which implies higher price volatility and default risk than investment grade instruments of comparable terms and duration. Issuers of lower grade instruments may be highly leveraged and may not have available to them more traditional methods of
financing. The prices of these lower grade instruments are typically more sensitive to negative developments, such as a decline in the issuer&#146;s revenues or a general economic downturn, than are the prices of higher grade instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If a below investment grade instrument goes into default, or its issuer enters bankruptcy, it might be difficult to sell that instrument in a timely manner at
a reasonable price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The secondary market for lower grade instruments may not be as liquid as the secondary market for more highly rated instruments, a
factor which may have an adverse effect on the Fund&#146;s ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade instruments than for investment grade obligations. The prices quoted by different dealers
for lower grade instruments may vary significantly and the spread between the bid and ask price for such instruments is generally much larger than for higher quality instruments. Under adverse market or economic conditions, the secondary market for
lower grade instruments could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these instruments may become illiquid. As a result, the Fund could find it more difficult to sell these
instruments or may be able to sell the instruments only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such lower rated or unrated instruments, under these circumstances, may be less than the prices
used in calculating the Fund&#146;s NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For these reasons, an investment in the Fund, compared with a portfolio consisting solely of investment grade
instruments, may experience the following: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">increased price sensitivity resulting from a deteriorating economic environment and changing interest rates;
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">greater risk of loss due to default or declining credit quality; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">adverse issuer specific events that are more likely to render the issuer unable to make interest and/or principal
payments; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the possibility that a negative perception of the below investment grade market develops, resulting in the price
and liquidity of below investment grade instruments becoming depressed, and this negative perception could last for a significant period of time. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event that the Fund disposes of a portfolio investment subsequent to its being downgraded, the Fund may experience a greater loss than if such
investment had been sold prior to such downgrade. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>69 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Unrated investments risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may purchase investments that are not rated by any rating organization. Unrated investments determined by Nuveen Asset Management to be of comparable
quality to rated investments which the Fund may purchase may pay a higher interest rate than such rated investments and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated
investments or issuers than rated investments or issuers. Nuveen Asset Management may, after assessing such investments&#146; credit quality, internally assign ratings to certain of those securities in categories similar to those of rating
organizations. Some unrated investments may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. To the extent that the Fund invests in unrated
investments, the Fund&#146;s ability to achieve its investment objective will be more dependent on Nuveen Asset Management&#146;s credit analysis than would be the case when the Fund invests in rated investments. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Restricted and illiquid investments risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Illiquid investments
are investments that are not readily marketable. These investments may include restricted investments, including Rule 144A securities, which can not be resold to the public without an effective registration statement under the 1933 Act, or, if they
are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell
such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also
affect the market price of investments, thereby adversely affecting the Fund&#146;s NAV and ability to make dividend distributions. The financial markets in general have in recent years experienced periods of extreme secondary market supply and
demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with
substantial losses. Periods of such market dislocation may occur again at any time. </P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>CMBS and MBS risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">CMBS and MBS, including collateralized debt obligations and collateralized mortgage obligations, differ from conventional debt securities because principal is
paid back over the life of the security rather than at maturity. CMBS and MBS are subject to prepayment or call risk, which is the risk that a borrower&#146;s payments may be received earlier than expected due to changes in prepayment rates on
underlying loans. Faster prepayments often happen when interest rates are falling. As a result, the Fund may reinvest these early payments at lower interest rates, thereby reducing the Fund&#146;s income. CMBS and MBS also are subject to extension
risk. An unexpected rise in interest rates could reduce the rate of prepayments and extend the life of the CMBS and MBS, causing the price of the CMBS and MBS and the Fund&#146;s share price to fall and would make the CMBS and MBS more sensitive to
interest rate changes. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool will adversely affect the value of CMBS and MBS and will result in losses to the Fund. Privately issued mortgage-related securities are not subject
to the same underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have government or government-sponsored entity guarantee. As a result, the mortgage loans underlying privately issued
mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider variances in a number of terms
including interest rate, term, size, purpose and borrower characteristics. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>70 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Asset-backed securities risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ABS involve certain risks in addition to those presented by MBS. There is the possibility that recoveries on the underlying collateral may not, in some cases,
be available to support payments on these securities. Relative to MBS, ABS may provide the Fund with a less effective security interest in the underlying collateral and are more dependent on the borrower&#146;s ability to pay. If many borrowers on
the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as early amortization, or early payout,
risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include a significant rise in defaults on the underlying loans, a sharp drop
in the credit enhancement level or the bankruptcy of the originator. Once early amortization begins, all incoming loan payments (after expenses are paid) are used to pay investors as quickly as possible based upon a predetermined priority of
payment. As a result, proceeds that would otherwise be distributed to holders of a junior tranche may be diverted to pay down more senior tranches. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The collateral underlying ABS may constitute assets related to a wide range of industries and sectors, such as credit card and automobile receivables. Credit
card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed on the credit cards, thereby reducing
the balance due. The Credit CARD Act of 2009 imposes new regulations on the ability of credit card issuers to adjust the interest rates and exercise various other rights with respect to indebtedness extended through credit cards. The Fund and Nuveen
Asset Management cannot predict what effect, if any, such regulations might have on the market for ABS and such regulations may adversely affect the value of ABS owned by the Fund. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In
addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have an effective security interest in all of the
obligations backing such receivables. If the economy of the United States deteriorates, defaults on securities backed by credit card, automobile and other receivables may increase, which may adversely affect the value of any ABS owned by Fund. There
is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities. In recent years, certain automobile manufacturers have been granted access to emergency loans from the U.S.
government and have experienced bankruptcy. As a result of these events, the value of securities backed by receivables from the sale or lease of automobiles may be adversely affected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Some ABS, particularly home equity loan transactions, are subject to interest rate risk and prepayment risk. A change in interest rates can affect the pace of
payments on the underlying loans, which in turn, affects total return on the securities. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Municipal securities market risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investing in the municipal securities market involves certain risks. The municipal market is one in which dealer firms make markets in bonds on a principal
basis using their proprietary capital, and during the market turmoil in 2008-2009 these firms&#146; capital was severely constrained. As a result, some firms were unwilling to commit their capital to purchase and to serve as a dealer for municipal
bonds. The amount of public information available about the municipal securities in the Fund&#146;s portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Fund may therefore be more dependent on
the analytical abilities of Nuveen Asset Management than if the Fund were a stock fund or taxable bond fund. In addition, the market for below investment grade municipal securities has </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>71 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">experienced in the past, and may experience in the future, periods of significant
volatility, which could negatively impact the value of the municipal securities in the Fund&#146;s portfolio and the market price of the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns and as governmental
cost burdens are reallocated among federal, state and local governments. In addition, laws enacted in the future by Congress or state legislatures or referenda could extend the time for payment of principal and/or interest, or impose other
constraints on enforcement of such obligations, or on the ability of municipalities to levy taxes. Further, some state and local governments have been and in the future may be subject to direct ballot referenda that could limit their financial
flexibility, or their ability to levy taxes or raise revenues, which may adversely affect the marketability of notes and bonds issued by those state and local governments. Issuers of municipal securities might seek protection under the bankruptcy
laws. In the event of bankruptcy of such an issuer, the Fund could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce
its rights in the event of a default in the payment of interest or repayment of principal, or both, the Fund may take possession of and manage the assets securing the issuer&#146;s obligations on such securities, which may increase the Fund&#146;s
operating expenses. Any income derived from the Fund&#146;s ownership or operation of such assets may not be tax-exempt. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The outbreak of the novel
coronavirus, known as COVID-19, in December 2019, and the resulting pandemic, has adversely impacted global commercial activity and has contributed to significant volatility in certain financial markets, including the municipal bond market. See
&#147;&#151;Other Risks&#151;Global Economic Risk.&#148; Due to the COVID-19 pandemic, the risks of the municipal securities market have been magnified. These risks have had, and will continue to have, a material adverse impact on local economies
and therefore on the governments in those localities. These risks may also adversely affect several sectors of the municipal bond market, such as retirement facilities, transportation facilities such as airports, hospitals and colleges, among many
others. All this has adversely affected the municipal securities market, and may continue to do so for an extended period. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Foreign/emerging markets issuer
risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in foreign issuers involve special risks not presented by investments in U.S. issuers, including the following: (i) less
publicly available information about foreign issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; (ii) many foreign markets are smaller, less liquid and more volatile; (iii) potential adverse effects of
fluctuations in currency exchange rates or controls on the value of the Fund&#146;s investments; (iv) the economies of foreign countries may grow at slower rates than expected or may experience a downturn or recession; (v) the impact of economic,
political, social or diplomatic events; (vi) possible seizure of a company&#146;s assets; (vii) restrictions imposed by foreign countries limiting the ability of foreign issuers to make payments of principal and/or interest due to blockages of
foreign currency exchanges or otherwise and (viii) withholding and other foreign taxes may decrease the Fund&#146;s return. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will invest in
emerging market debt securities. Risks of investing in investments of emerging markets issuers include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions
on foreign investment; and possible restrictions on repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales; and future economic or political crises could lead to price
controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>72 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the economies and securities markets of certain emerging market countries. Certain
emerging markets also may face other significant internal or external risks, including a heightened risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant
degree in their economies and securities markets, which may impair investment and economic growth, and which may in turn diminish the value of the companies in those markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, the Fund may invest in &#147;frontier market&#148; debt securities, which the Fund considers to be a sub-set of emerging market debt securities.
The Fund considers a &#147;frontier market&#148; to be a market that is generally smaller and less mature than larger emerging markets, but is nonetheless accessible to foreign investment through sovereign and/or corporate bonds issued in hard
currency like the U.S. dollar. Frontier market economies and capital markets are typically at an earlier stage of development and institutions and macro-economic policy formulation is also less mature in comparison to larger emerging market
countries. While frontier markets have much in common, there are also significant differences when it comes to their political and policy environments, natural resource base, and economic structures and cycles. Participants in the fixed-income
markets, unlike participants in the equity markets, generally consider frontier economies to be a sub-category of emerging economies. Countries frequently deemed frontier markets are included in common emerging market debt benchmarks such as the
EMBI, where such markets currently account for over half the countries in the index and nearly a third of its total market weighted capitalization. Furthermore, inclusion criteria remains the same for a frontier versus non-frontier market in the
broad EMBI-GD and is based on the same liquidity and minimum issuance criteria as any other emerging market country. All things considered, risks are magnified in frontier markets which are the result of: potential for extreme price volatility and
illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or
negotiated by frontier market countries or their trading partners; and the relatively new and unsettled securities laws in many frontier market countries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the Fund may be exposed to certain debt securities risks through its sukuk investments. Most sukuk do not provide investors with bona fide legal
ownership of the underlying assets, and the periodic and final payments to sukuk investors are not generally linked to the value of the underlying assets. As a result, most sukuk are considered unsecured obligations whose risks and returns are
similar to those of conventional debt instruments. Investors typically have no direct recourse to the underlying assets and do not have a secured claim against the obligor. In addition, investors&#146; ability to pursue and enforce actions with
respect to these payment obligations or to otherwise enforce the terms of the sukuk, restructure the sukuk, obtain a judgment in a court of competent jurisdiction, and/or attach assets of the obligor may be limited. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The structural complexity of sukuk and the immaturity of the sukuk market increase the potential risks of investing in sukuk, including operational, legal,
and investment risks. Sukuk can be less liquid than other types of investments and it may be difficult at times to invest in or dispose of sukuk. In addition, evolving interpretations of Sharia law by courts or Islamic scholars on sukuk structures
and sukuk transferability, or a determination subsequent to the issuance of the sukuk by some Islamic scholars that certain sukuk do not comply with Sharia law and its investment principles, could have a dramatic adverse effect on the price and
liquidity of a particular sukuk or the sukuk market in general. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in foreign issuers involve special risks not presented by investments in U.S.
issuers, including the following: less publicly available information about foreign issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; many foreign markets are smaller, less liquid and more volatile;
potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund&#146;s investments; the economies of foreign countries may grow at slower rates than </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>73 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">expected or may experience a downturn or recession; the impact of economic, political,
social or diplomatic events; possible seizure of a company&#146;s assets; and withholding and other foreign taxes may decrease the Fund&#146;s return. These risks are more pronounced to the extent that the Fund invests a significant amount of its
assets in companies located in one region and to the extent that the Fund invests in issuers in emerging markets. In addition, economic, political and social developments may significantly disrupt the financial markets or interfere with the
Fund&#146;s ability to enforce its rights against foreign sovereign issuers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s income from foreign issuers may be subject to foreign
withholding taxes. In some countries, the Fund also may be subject to taxes on trading profits and, on certain securities transactions, transfer or stamp duties tax. To the extent foreign income taxes are paid by the Fund, U.S. shareholders may be
entitled to a credit or deduction for U.S. federal income tax purposes. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Sovereign government and supranational debt risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in sovereign debt, including supranational debt, involve special risks. Foreign governmental issuers of debt or the governmental authorities that
control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of
the defaulting party. Political conditions, especially a sovereign entity&#146;s willingness to meet the terms of its debt obligations, are of considerable significance. The ability of a foreign sovereign issuer, especially an emerging market
country, to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuer&#146;s balance of payments, including export performance, its access to international credit facilities and investments, fluctuations
of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these
commodities or imports. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational
organizations. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, as many external debt obligations bear interest at rates which are adjusted based upon international interest rates.
Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceeds of sales by foreign investors. There are no bankruptcy
proceedings similar to those in the U.S. by which defaulted sovereign debt may be collected. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Foreign currency risk&nbsp; </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Fund may invest in investments denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency exchange rates may
affect the value of investments held by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may affect the value of investments denominated in such currencies, which
means that the Fund&#146;s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange
controls or other restrictions on the transferability, repatriation or convertibility of currency. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>U.S. government securities risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to maturity. Accordingly, the
current market values for these securities will fluctuate </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>74 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">with changes in interest rates. Securities issued or guaranteed by U.S. government
agencies and instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its
agencies and instrumentalities if it is not obligated by law to do so. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Loan risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The lack of an active trading market for certain loans may impair the ability of the Fund to realize full value in the event of the need to sell a loan and may
make it difficult to value such loans. Portfolio transactions in loans may settle in as short as seven days but typically can take up to two or three weeks, and in some cases much longer. As a result of these extended settlement periods, the Fund
may incur losses if it is required to sell other investments or temporarily borrow to meet its cash needs, including satisfying redemption requests. The risks associated with unsecured loans, which are not backed by a security interest in any
specific collateral, are higher than those for comparable loans that are secured by specific collateral. For secured loans, there is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the
collateral may not be sufficient to cover the amount owed on the loan. Interests in loans made to finance highly leveraged companies or transactions such as corporate acquisitions may be especially vulnerable to adverse changes in economic or market
conditions. Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. However, in periods of high demand by lenders like the Fund for loan investments, borrowers may limit these covenants and weaken a
lender&#146;s ability to access collateral securing the loan; reprice the credit risk associated with the borrower; and mitigate potential loss. The Fund may experience relatively greater realized or unrealized losses or delays and expenses in
enforcing its rights with respect to loans with fewer restrictive covenants. Additionally, loans may not be considered &#147;securities&#148; and, as a result, the Fund may not be entitled to rely on the anti-fraud protections of the securities
laws. Because junior loans have a lower place in an issuer&#146;s capital structure and may be unsecured, junior loans involve a higher degree of overall risk than senior loans of the issuer. The Fund&#146;s investments in floating rate loans that
pay interest based on LIBOR may experience increased volatility and/or illiquidity during the transition away from LIBOR, which is scheduled to be phased out by the end of 2021. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Senior loan risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Senior loans hold the highest priority in
the capital structure of a business entity, are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debt holders and stockholders of the Borrower. Senior
loans that the Fund intends to invest in are usually rated below investment grade, and share the same risks of other below investment grade debt instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Although the Fund may invest in senior loans that are secured by specific collateral, there can be no assurance the liquidation of such collateral would
satisfy a Borrower&#146;s obligation to the Fund in the event of Borrower default or that such collateral could be readily liquidated under such circumstances. If the terms of a senior loan do not require the Borrower to pledge additional collateral
in the event of a decline in the value of the already pledged collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the Borrower&#146;s obligations under the senior
loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event of bankruptcy of a Borrower, the Fund could also experience delays or limitations with respect to its ability to realize the benefits
of any collateral securing a senior loan. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>75 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">subordinate the senior loans to presently existing or future indebtedness of the
Borrower or take other action detrimental to lenders, including the Fund. Such court action could under certain circumstances include invalidation of senior loans. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Issuer credit risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Issuers of investments in which the Fund
may invest may default, or may be in default at the time of purchase, on their obligations to pay dividends, principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of a debt
security experiencing non-payment and, potentially, a decrease in the NAV of the Fund. With respect to the Fund&#146;s investments that are secured, there can be no assurance that liquidation of collateral would satisfy the issuer&#146;s obligation
in the event of non-payment of a scheduled dividend, interest or principal payment or that such collateral could be readily liquidated. In the event of the bankruptcy of an issuer, the Fund could experience delays or limitations with respect to its
ability to realize the benefits of any collateral securing a investment. To the extent that the credit rating assigned to an investment in the Fund&#146;s portfolio is downgraded, the market price and liquidity of such investment may be adversely
affected. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Credit spread risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Credit spread risk is
the risk that credit spreads (<I>i.e., </I>the difference in yield between investments 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 Fund&#146;s investments. Credit spreads often increase more for lower rated and unrated investments than for investment grade investments. In addition, when credit spreads increase, reductions in market
value will generally be greater for longer-maturity investments. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Interest rate risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Interest rate risk is the risk that debt securities in the Fund&#146;s portfolio will decline in value because of changes in market interest rates. Generally,
when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding
securities and potentially reducing the Fund&#146;s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the
Fund&#146;s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. The Federal Reserve recently reduced the
federal funds rate several times. Accordingly, the risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Call risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">During periods of declining interest rates or for
other purposes, issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding instruments. This is known as prepayment or &#147;call&#148; risk. The Fund may invest in securities that
are subject to call risk. Debt and preferred instruments may be redeemed at the option of the issuer, or &#147;called,&#148; before their stated maturity or redemption date. In general, an issuer will call its debt or preferred instruments if they
can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding debt or preferred instruments. The
Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund&#146;s income. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>76 </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Reinvestment risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reinvestment risk is the risk that income from the Fund&#146;s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called
securities at market interest rates that are below the portfolio&#146;s current earnings rate. A decline in income could affect the Common Shares&#146; market price, NAV and/or a Common Shareholder&#146;s overall returns. As the average maturity of
the Fund&#146;s portfolio shortens, the Fund will reinvest in shorter maturity securities at market interest rates that may be lower than at the Fund&#146;s inception. As a result, the Fund&#146;s income and distributions may decline over the term
of the Fund. The likelihood of this risk may increase as the Fund approaches its Termination Date. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Second lien loans and unsecured loans risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Second lien loans and unsecured loans generally are subject to the same risks associated with investments in senior loans, as discussed above. Because second
lien loans and unsecured loans are lower in priority of payment to senior loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan, if any, may be insufficient to meet scheduled payments after
giving effect to the senior secured obligations of the borrower. This risk is generally higher for unsecured loans, which are not backed by a security interest in any specific collateral. Second lien loans and unsecured loans are expected to have
greater price volatility than senior loans and may be less liquid. Second lien loans and unsecured loans of below investment grade quality also share the same risks of other below investment grade debt instruments. See &#147;&#151;Below Investment
Grade Risk.&#148; </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Subordinated loans and other subordinated debt instruments risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Issuers of subordinated loans and other subordinated debt instruments in which the Fund may invest usually will have, or may be permitted to incur, other debt
that ranks equally with, or senior to, the subordinated loans or other subordinated debt instruments. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates
on which the Fund is entitled to receive payments in respect of subordinated loans or other subordinated debt instruments in which it invests. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an issuer,
holders of debt instruments ranking senior to the subordinated loan or other debt instrument in which the Fund invests would typically be entitled to receive payment in full before the Fund receives any distribution in respect of its investment.
After repaying such senior creditors, such issuer may not have any remaining assets to use for repaying its obligation to the Fund. In the case of debt ranking equally with subordinated loans or other subordinated debt instruments in which the Fund
invests, the Fund would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant issuer. In addition, the Fund will
likely not be in a position to control any issuer by investing in its debt instruments. As a result, the Fund will be subject to the risk that an issuer in which it invests may make business decisions with which the Fund disagrees and the management
of such issuer, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve the Fund&#146;s interests as a debt investor. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Inverse floating rate securities risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in
inverse floating rate securities. Typically, inverse floating rate securities represent beneficial interests in a special purpose trust (sometimes called a &#147;tender option bond trust&#148;) formed for the purpose of holding municipal bonds. See
&#147;Portfolio Composition and Other Information&#151;Municipal Bonds&#151;Inverse Floating Rate Securities.&#148; In general, income on inverse floating rate securities will decrease when short-term interest rates increase and increase when
short-term interest rates decrease. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>77 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in inverse floating rate securities may subject the Fund to the risks of
reduced or eliminated interest payments and losses of principal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in inverse floating rate securities issued by special purpose trusts
that have recourse to the Fund. In Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the third party granting liquidity to the floating rate security
holders of the special purpose trust. The Fund may enter into such recourse agreements (i) when the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the trust exceeds the level that the
liquidity provider is willing to support absent such an agreement; and/or (ii) to seek to prevent the liquidity provider from collapsing the trust in the event that the municipal obligation held in the trust has declined in value. Such an agreement
would require the Fund to reimburse the third party granting liquidity to the floating rate security holders of the special purpose trust, upon termination of the trust issuing the inverse floater, the difference between the liquidation value of the
bonds held in the trust and the principal amount due to the holders of floating rate interests. In such instances, the Fund may be at risk of loss that exceeds its investment in the inverse floating rate securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages the
Fund&#146;s investment. As a result, the market value of such securities generally will be more volatile than that of fixed rate securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
Fund&#146;s investments in inverse floating rate securities issued by special purpose trusts that have recourse to the Fund may be highly leveraged. The structure and degree to which the Fund&#146;s inverse floating rate securities are highly
leveraged will vary based upon a number of factors, including the size of the trust itself and the terms of the underlying municipal security. In the event of a significant decline in the value of an underlying security, the Fund may suffer losses
in excess of the amount of its investment (up to an amount equal to the value of the municipal securities underlying the inverse floating rate securities) as a result of liquidating special purpose trusts or other collateral required to maintain the
Fund&#146;s anticipated leverage ratio. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s investment in inverse floating rate securities have the economic effect of leverage. Any
leverage achieved through the Fund&#146;s investment in inverse floating rate securities will create an opportunity for increased Common Share net income and returns, but will also create the possibility that Common Share long-term returns will be
diminished if the cost of leverage exceeds the return on the inverse floating rate securities purchased by the Fund. See &#147;&#151;Fund Level Risks&#151;Leverage Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The amount of fees paid to Nuveen Asset Management for investment advisory services will be higher if the Fund uses leverage because the fees will be
calculated based on the Fund&#146;s Managed Assets&#151;this may create an incentive for Nuveen Asset Management to leverage the Fund. &#147;Managed Assets&#148; means the total assets of the Fund, minus the sum of its accrued liabilities (other
than liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund&#146;s use of leverage (whether or not those assets are reflected in the Fund&#146;s financial
statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inverse floating rate
securities have varying degrees of liquidity based, among other things, upon the liquidity of the underlying securities deposited in a special purpose trust. The market price of inverse floating rate securities is more volatile than the underlying
securities due to leverage. The leverage attributable to such inverse floating rate securities may be &#147;called away&#148; on relatively short notice and </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>78 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">therefore may be less permanent than more traditional forms of leverage. In certain
circumstances, the likelihood of an increase in the volatility of NAV and market price of the Common Shares may be greater for a fund (like the Fund) that relies primarily on inverse floating rate securities to achieve a desired leverage ratio. The
Fund may be required to sell its inverse floating rate securities at less than favorable prices, or liquidate other Fund portfolio holdings in certain circumstances, including, but not limited to, the following: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">If the Fund has a need for cash and the securities in a special purpose trust are not actively trading due to
adverse market conditions; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">If the value of an underlying security declines significantly and if additional collateral has not been posted by
the Fund. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There is no assurance that the Fund&#146;s strategy of investing in inverse floating rate securities will be successful. </P>
 <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Bond market liquidity risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inventories of 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 Fund&#146;s 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 changes to federal banking regulations may cause certain dealers to reduce their inventories of bonds, which may further decrease the
Fund&#146;s ability to buy or sell bonds. As a result, the Fund 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 Fund needed to sell large blocks of bonds, those sales could further reduce the bonds&#146; prices and hurt performance. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Regulation S
securities risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The risk that Regulation S securities may be less liquid than publicly traded securities. Regulation S securities may not be subject
to the disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result, Regulation S securities may involve a high degree of business and financial risk and may result in losses. See
&#147;&#151;Fund Level Risks&#151;Subsidiary Risk.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Municipal securities market liquidity risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inventories of municipal securities 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 Fund&#146;s ability to buy or sell municipal securities at attractive prices, and increase municipal security price volatility and trading costs, particularly during periods
of economic or market stress. The secondary market for municipal securities, particularly the below investment grade municipal securities in which the Fund may invest, also tends to be less well-developed or liquid than many other securities
markets, which may adversely affect the Fund&#146;s ability to sell its municipal securities at attractive prices. In addition, recent federal banking regulations may cause certain dealers to reduce their inventories of municipal securities, which
may further decrease the Fund&#146;s ability to buy or sell municipal securities. As a result, the Fund 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 Fund needed to sell large blocks of municipal securities to raise cash to meet its obligations, those sales could further reduce the municipal securities&#146; prices and hurt performance.
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>79 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest its assets in unrated municipal securities. The market for these
municipal securities may be less liquid than the market for rated municipal securities of comparable quality. Less public information is typically available about unrated municipal securities or issuers than rated municipal securities or issuers.
</P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Defaulted and distressed investments risk </B></P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund
may invest in any investments of an issuer that is in default or that is in bankruptcy or insolvency proceedings. In addition, the Fund may hold investments that at the time of purchase are not in default or involved in bankruptcy or insolvency
proceedings, but may later become so. Moreover, the Fund may invest in investments either rated CCC or lower, or unrated but judged by Nuveen Asset Management to be of comparable quality. Some or many of these low-rated investments, although not in
default, may be &#147;distressed,&#148; meaning that the issuer is experiencing financial difficulties or distress at the time of acquisition. Such investments would present a substantial risk of future default which may cause the Fund to incur
losses, including additional expenses, to the extent it is required to seek recovery upon a default in the payment of principal or interest on those securities. In any reorganization or liquidation proceeding relating to a portfolio investment, the
Fund may lose its entire investment or may be required to accept cash or investments with a value less than its original investment. Defaulted or distressed investments may be subject to restrictions on resale. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Derivatives risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s use of derivatives involves
risks different from, and possibly greater than, the risks associated with investing directly in the investments underlying the derivatives. If the Fund enters into a derivative transaction, it could lose more than the principal amount invested. The
risks associated with derivatives transactions include (i) the imperfect correlation between the value of such instruments and the underlying assets, (ii) the possible default of the counterparty to the transaction, (iii) illiquidity of the
derivative instruments, and (iv) high volatility losses caused by unanticipated market movements, which are potentially unlimited. Although both OTC and exchange-traded derivatives markets may experience a lack of liquidity, OTC non-standardized
derivative transactions are generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the
participation of speculators, government regulation and intervention, and technical and operational or system failures. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Fund may conduct its
transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the Fund to the potential of greater losses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Whether the
Fund&#146;s use of derivatives is successful will depend on, among other things, Nuveen Fund Advisors and Nuveen Asset Management correctly forecasting market circumstances, liquidity, market values, interest rates and other applicable factors. If
Nuveen Fund Advisors and Nuveen Asset Management incorrectly forecast these and other factors, the investment performance of the Fund will be unfavorably affected. In addition, there can be no assurance that the derivatives investing techniques, as
they may be developed and implemented by the Fund, will be successful in mitigating risk or achieving the Fund&#146;s investment objective. The use of derivatives to enhance returns may be particularly speculative. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Hedging risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s use of derivatives or other
transactions to reduce risks involves costs and will be subject to Nuveen Asset Management&#146;s ability to predict correctly changes in the relationships of such hedge </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>80 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">instruments to the Fund&#146;s portfolio holdings or other factors. No assurance can be
given that Nuveen Asset Management&#146;s judgment in this respect will be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do
so. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risk of swaps and swap options </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may
enter into derivatives instruments including credit default swap contracts, total return swap contracts and interest rate swaps. Like most derivative instruments, the use of swaps is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities transactions. In addition, the use of swaps requires an understanding by Nuveen Asset Management not only of the referenced asset, rate or index, but also of the swap
itself. If Nuveen Fund Advisors and/or Nuveen Asset Management is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of the Fund 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 Fund effectively adds leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is
subject to investment exposure on the notional amount of the swap. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund generally may only close out a swap, cap, floor, collar or other two-party
contract with its particular counterparty, and generally may only transfer a position with the consent of that counterparty. Because they are <FONT STYLE="white-space:nowrap">two-party</FONT> contracts and because they may have terms of greater than
seven days, swap agreements may be considered illiquid. In addition, the price at which the Fund may close out such a two-party contract may not correlate with the price change in the underlying reference asset. Moreover, the Fund bears the risk of
loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. If the counterparty defaults, the Fund will have contractual remedies, but there can be no assurance that
the counterparty will be able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may write (sell) and
purchase put and call swap options. When the Fund 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. When the Fund writes a swap option, upon exercise of the
option the Fund would become obligated according to the terms of the underlying agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It is possible that developments in the derivatives market,
including changes in government regulation, could adversely affect the Fund&#146;s ability to terminate existing swap agreements or to realize amounts to be received under such agreements. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Financial futures and options transactions risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may
use certain transactions for hedging the portfolio&#146;s exposure to credit risk and the risk of increases in interest rates, which could result in poorer overall performance for the Fund. The Fund&#146;s use of certain transactions to reduce risk
involves costs and will be subject to Nuveen Asset Management&#146;s ability to predict correctly changes in the relationships of such hedge instruments to the Fund&#146;s portfolio holdings or other factors. No assurance can be given that Nuveen
Asset Management&#146;s judgment in this respect will be correct. In addition, no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There are certain risks associated with the use of financial futures and options to hedge investment portfolios. There may be an imperfect correlation between
price movements of the futures and options </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>81 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and price movements of the portfolio investments being hedged. Losses may be incurred in
hedging transactions, which could reduce the portfolio gains that might have been realized if the hedging transactions had not been entered into. If the Fund engages in futures transactions or in the writing of options on futures, it will be
required to maintain initial margin and maintenance margin and may be required to make daily variation margin payments in accordance with applicable rules of the exchanges and the Commodity Futures Trading Commission (&#147;CFTC&#148;). If the Fund
purchases a financial futures contract or a call option or writes a put option in order to hedge the anticipated purchase of fixed-income investments, and if the Fund fails to complete the anticipated purchase transaction, the Fund may have a loss
or a gain on the futures or options transaction that will not be offset by price movements in the fixed-income investments that were the subject of the anticipatory hedge. The cost of put options on debt securities or indexes effectively increases
the cost of the securities subject to them, thereby reducing the yield otherwise available from these securities. If the Fund decides to use futures contracts or options on futures contracts for hedging purposes, the Fund will be required to
establish an account for such purposes with one or more CFTC-registered futures commission merchants. A futures commission merchant could establish initial and maintenance margin requirements for the Fund that are greater than those which would
otherwise apply to the Fund under applicable rules of the exchanges and the CFTC. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a derivatives or futures or a futures option position, and the
Fund would remain obligated to meet margin requirements until the position is closed. Futures exchanges may limit the amount of fluctuation permitted in certain 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 day&#146;s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit,
no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of
unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures
contracts to substantial losses. </P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Counterparty risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will be subject to credit risk with respect to the counterparties to the derivative transactions entered into by the Fund. Changes in the credit
quality of the companies that serve as the Fund&#146;s counterparties with respect to derivatives transactions may affect the value of those instruments. Because certain derivative transactions in which the Fund may engage may be traded between
counterparties based on contractual relationships, the Fund is subject to the risk that a counterparty will not perform its obligations under the related contracts. If a counterparty becomes bankrupt or otherwise becomes unable to perform its
obligations due to financial difficulties the Fund may sustain losses (including the full amount of its investment), may be unable to liquidate a derivatives position or may experience significant delays in obtaining any recovery in bankruptcy or
other reorganization proceedings. By entering into derivatives transactions, the Fund assumes the risk that its counterparties could experience such financial hardships. Although the Fund intends to enter into transactions only with counterparties
that Nuveen Fund Advisors believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction. In the event of a counterparty&#146;s bankruptcy or insolvency, any
collateral posted by the Fund in connection with a derivatives transaction may be subject to the conflicting claims of that counterparty&#146;s creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured
creditor of the counterparty, rather than as the owner of the collateral. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>82 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The counterparty risk for cleared derivatives is generally lower than for uncleared OTC
derivative transactions. In a cleared derivative transaction, generally, a clearing organization becomes substituted for each counterparty to a cleared derivative contract and each party to a trade looks only to the clearing organization for
performance of financial obligations under the derivative contract. In effect, the clearing organization guarantees a party&#146;s performance under the contract. However, there can be no assurance that a clearing organization, or its members, will
satisfy its obligations to the Fund, or that the Fund would be able to recover the full amount of assets deposited on its behalf with the clearing organization in the event of the default by the clearing organization or the Fund&#146;s clearing
broker. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Uncleared OTC derivative transactions generally do not benefit
from such protections. As a result, for uncleared OTC derivative transactions, there is the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract
(whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. This risk is heightened for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has
concentrated its transactions with a single or small group of counterparties. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Tax risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund intends to elect to be treated and to qualify each year as a RIC under the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;). As a RIC,
the Fund is not expected to be subject to U.S. federal income tax to the extent that it distributes its investment company taxable income and net capital gain each year. To qualify for the special tax treatment available to a RIC, the Fund must
comply with certain income, distribution, and diversification requirements. Under certain circumstances, the Fund may be forced to sell certain assets when it is not advantageous in order to meet these requirements, which may reduce the Fund&#146;s
overall return. If the Fund fails to meet any of these requirements, subject to the opportunity to cure such failures under applicable provisions of the Code, the Fund&#146;s income would be subject to a double level of U.S. federal income tax. The
Fund&#146;s income, including its net capital gain, would first be subject to U.S. federal income tax at the corporate income tax rate, even if such income were distributed to shareholders and, second, all distributions by the Fund from earnings and
profits, including distributions of net capital gain (if any), would be taxable to shareholders as dividends. See &#147;Tax Matters.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The value of
the Fund&#146;s investments and its NAV may be adversely affected by changes in tax rates and rules. For example, although the Fund does not anticipate satisfying the requirements to enable it to pay tax-exempt dividends to shareholders, because
interest income from municipal securities is normally not subject to U.S. regular federal income taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in U.S. federal income tax
rates or changes in the tax exempt status of interest income from municipal securities. Additionally, the Fund is not a suitable investment for investors seeking primarily tax free income since, as just described, the Fund does not anticipate
satisfying the requirements to enable it to pay tax-exempt dividends to shareholders. Also, the Fund&#146;s portfolio turnover is expected to be higher than that of a traditional municipal bond fund and the Fund therefore expects that a greater
percentage of each distribution will be capital gains with investors being subject to tax on such distributed gain (depending on the investor&#146;s situation). As a result, the level of taxable distributions currently anticipated by the Fund could
be significant for Common Shareholders. Distributions of taxable ordinary income (including any net short-term capital gain) will be taxable to shareholders as ordinary income (and generally not expected to be eligible for favorable taxation as
&#147;qualified dividend income&#148;), and capital gain dividends will be taxable as long-term capital gains. Interest income on municipal securities also may be subject to state and local income taxes. See &#147;Tax Matters.&#148; </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>83 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Inflation risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As
inflation increases, the real value of the Common Shares and distributions can decline. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Other investment companies risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in the securities of other investment companies, including ETFs. Such securities may be leveraged. As a result, the Fund may be indirectly
exposed to leverage through an investment in such securities and therefore magnify the Fund&#146;s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. An investment in securities of other
investment companies that are leveraged may expose the Fund to higher volatility in the market value of such securities and the possibility that the Fund&#146;s long-term returns on such securities (and, indirectly, the long-term returns of the
Common Shares) will be diminished. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies&#146; expenses, including advisory fees. These expenses are in addition to the
direct expenses of the Fund&#146;s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. Investing in an investment company exposes the Fund to all
of the risks of that investment company&#146;s investments. An ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a
specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market
for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Valuation risk </B></P>
 <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The investments in which the Fund 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 Fund will be able to sell a portfolio investment at the price
established by the pricing service, which could result in a loss to the Fund. Pricing services generally price debt securities assuming orderly transactions of an institutional &#147;round lot&#148; size, but some trades may occur in smaller,
&#147;odd lot&#148; sizes, often at lower prices than institutional round lot trades. Different pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the
same investments. As a result, if the Fund were to change pricing services, or if the Fund&#146;s pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund&#146;s NAV. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>FUND LEVEL RISKS </B></P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Market discount from net asset value </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Shares of closed-end investment companies like the Fund frequently trade at prices lower than their NAV, which creates a risk of loss for investors when they
sell shares purchased in the initial public offering. This characteristic is a risk separate and distinct from the risk that the Fund&#146;s NAV could decrease as a result of investment activities. Shares of closed-end investment companies like the
Fund have during some periods traded at prices higher than NAV and have during other periods traded at </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>84 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">prices lower than NAV. Whether investors will realize gains or losses upon the sale of
the Common Shares will depend not upon the Fund&#146;s NAV but entirely upon whether the market price of the Common Shares at the time of sale is above or below the investor&#146;s purchase price for the Common Shares. Furthermore, management may
have difficulty meeting the Fund&#146;s investment objective and managing its portfolio when the underlying securities are redeemed or sold during periods of market turmoil and as investors&#146; perceptions regarding closed-end funds or their
underlying investments change. Because the market price of the Common Shares will be determined by factors such as relative supply of and demand for the Common Shares in the market, general market and economic circumstances, and other factors beyond
the control of the Fund, the Fund cannot predict whether the Common Shares will trade at, below or above NAV or at, below or above the initial public offering price. The Common Shares are designed primarily for long-term investors, and you should
not view the Fund as a vehicle for short-term trading purposes. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Investment and market risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in
Common Shares represents an indirect investment in the investments owned by the Fund. Your Common Shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and
distributions. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Leverage risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s
anticipated use of leverage creates special risks for Common Shareholders, including potential interest rate risks and the likelihood of greater volatility of NAV and market price of, and distributions on, the Common Shares. The use of leverage in a
declining market will likely cause a greater decline in Common Share NAV, which may result at a greater decline of the Common Share price, than if the Fund were not to have used leverage. The Fund will pay (and Common Shareholders will bear) any
costs and expenses relating to the Fund&#146;s use of leverage, which will result in a reduction in the NAV of the Common Shares. Nuveen Fund Advisors may, based on its assessment of market conditions, composition of the Fund&#146;s holdings and
remaining time until the Fund&#146;s Termination Date, increase or decrease the amount of leverage. Such changes may impact the Fund&#146;s distributions and the price of the Fund&#146;s Common Shares in the secondary market. There is no assurance
that the Fund will utilize leverage or that the Fund&#146;s use of leverage will be successful. See &#147;Leverage.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund pays a management fee
to Nuveen Fund Advisors for investment advisory services, which in turn pays a portion of its fee to Nuveen Asset Management for investment sub-advisory services, based on a percentage of the Fund&#146;s Managed Assets. Nuveen Fund Advisors and
Nuveen Asset Management will base the decision regarding whether and how much leverage to use for the Fund based on their assessment of whether such use of leverage is in the best interests of the Fund. However, the fact that a decision to employ or
increase the Fund&#146;s leverage will have the effect, all other things being equal, of increasing Managed Assets and therefore Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s fees means that they may have a conflict of interest in
determining whether to use or increase leverage. Nuveen Fund Advisors and Nuveen Asset Management will seek to manage that potential conflict by leveraging the Fund (or increasing such leverage) only when they determine that such action is in the
best interests of the Fund, and by periodically reviewing the Fund&#146;s performance and use of leverage with the Board of Trustees. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>85 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Reverse repurchase agreement risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price and date,
thereby establishing an effective interest rate. The Fund&#146;s use of reverse repurchase agreements, in economic essence, constitute a securitized borrowing by the Fund from the security purchaser. The Fund may enter into reverse repurchase
agreements for the purpose of creating a leveraged investment exposure and, as such, their usage involves essentially the same risks associated with a leveraging strategy generally since the proceeds from these agreements may be invested in
additional securities. Reverse repurchase agreements tend to be short-term in tenor, and there can be no assurances that the purchaser (lender) will commit to extend or &#147;roll&#148; a given agreement upon its agreed-upon repurchase date or an
alternative purchaser can be identified on similar terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reverse repurchase agreements also involve the risk that the purchaser fails to return the
securities as agreed upon, files for bankruptcy or becomes insolvent. The Fund may be restricted from taking normal portfolio actions during such time, could be subject to loss to the extent that the proceeds of the agreement are less than the value
of securities subject to the agreement and may experience adverse tax consequences. </P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Limited term and tender offer risks </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is scheduled to terminate as of the Stated Termination Date. The Fund&#146;s investment objective is not designed to return to Common Shareholders
their original NAV or purchase price. Because the assets of the Fund will be liquidated in connection with its termination or to pay for Common Shares tendered in an Eligible Tender Offer, the Fund may be required to sell portfolio investments when
it otherwise would not, including at times when market conditions are not favorable, or at a time when a particular investment is in default or bankruptcy, or otherwise in severe distress, which may cause the Fund to lose money. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Fund conducts an Eligible Tender Offer, and the tender offer is completed, it is anticipated that funds to pay the aggregate purchase price of Common
Shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio investments. In addition, the Fund may be required to dispose of portfolio investments in
connection with any reduction in its outstanding leverage necessary in order to maintain its desired leverage ratios following an Eligible Tender Offer. The risks related to the disposition of portfolio investments in connection with termination
also would be present in connection with the disposition of portfolio investments in connection with an Eligible Tender Offer. It is likely that during the pendency of an Eligible Tender Offer, and possibly for a time thereafter, the Fund will hold
a greater than normal percentage of its total assets in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market
instruments, short-term debt securities, certificates of deposit, bankers&#146; acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the Fund&#146;s investment performance. If the tax
basis for the portfolio investments sold is less than the sale proceeds, the Fund will recognize capital gains, which it may be required to distribute to Common Shareholders. In addition, the Fund&#146;s purchase of tendered Common Shares pursuant
to an Eligible Tender Offer will have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders. The purchase of Common Shares pursuant to an Eligible Tender Offer will have the effect of
increasing the proportionate interest in the Fund of non-tendering Common Shareholders. All Common Shareholders remaining after an Eligible Tender Offer will be subject to proportionately higher expenses due to the reduction in the Fund&#146;s total
assets resulting from payment for the tendered Common Shares. Such reduction in the Fund&#146;s total assets also may result in less </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>86 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">investment flexibility, reduced diversification and greater volatility for the Fund, and
may have an adverse effect on the Fund&#146;s investment performance. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is not required to conduct an Eligible Tender Offer. If the Fund
conducts an Eligible Tender Offer, there can be no assurance that the number of tendered Common Shares would not result in the Fund&#146;s net assets totaling less than the Termination Threshold, in which case the Eligible Tender Offer will be
terminated, no Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will terminate on the Termination Date. Following the completion of an Eligible Tender Offer in which the number of tendered Common Shares would
result in the Fund&#146;s net assets totaling greater than the Termination Threshold, the Board of Trustees may provide that the Fund may continue without limitation of time, upon the affirmative vote of a majority of the Board of Trustees and
without a vote of shareholders. Thereafter, the Fund will have a continued existence without limitation of time. Nuveen Fund Advisors may have a conflict of interest in recommending to the Board of Trustees that the Fund may have a continued
existence without limitation of time. The Fund is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to a continued existence without limitation of time. Therefore, remaining Common Shareholders may
not have another opportunity to participate in a tender offer. Shares of closed-end management investment companies frequently trade at a discount from their NAV, and as a result remaining Common Shareholders may only be able to sell their Common
Shares at a discount to NAV. See &#147;&#151;Fund Level Risks&#151;Market Discount from Net Asset Value.&#148; </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s final distribution to
Common Shareholders upon termination of the Fund will be based upon the Fund&#146;s NAV at the Termination Date. Any investors who purchase Common Shares in this offering, and any investors who purchase Common Shares after the completion of this
offering (particularly if their purchase price differs meaningfully from the original offering price) may receive less than their original investment. Rather than reinvesting the proceeds of its investments, the Fund may also distribute the proceeds
in one or more distributions prior to the final liquidation, which may cause the Fund&#146;s fixed expenses to increase when expressed as a percentage of net assets attributable to Common Shares. Depending upon a variety of factors, including the
performance of the Fund&#146;s portfolio over the life of the Fund, the amount distributed to Common Shareholders may be significantly less than their original investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Because the Fund will invest in below investment grade investments, it may be exposed to the greater potential for an issuer of its investments to default, as
compared to a fund that invests solely in investment grade investments. As a result, should a Fund portfolio holding default, this may significantly reduce net investment income and, therefore, Common Share dividends; and may prevent or inhibit the
Fund from fully being able to liquidate its portfolio at or prior to the Termination Date. See &#147;&#151;Portfolio Level Risks&#151;Municipal Securities Market Risk&#148;, and &#147;&#151;Portfolio Level Risks&#151;Below Investment Grade
Risk&#148; above. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Distribution risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s
distributions will be composed of net investment income and a supplemental amount generally representing the potential for capital appreciation, which will take the form of realized capital gains and/or a return of capital. The return of capital
component of a Fund distribution may (but will not necessarily) represent unrealized capital gains. A return of capital is a non-taxable distribution of a portion of the Fund&#146;s capital. If over the life of a shareholder&#146;s investment, the
total return of the Fund&#146;s overall strategy is less than the distribution rate, a return of capital will represent a portion of a shareholder&#146;s original principal (in effect a partial return of the amount a shareholder invested in the
</P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>87 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fund). A return of capital reduces a shareholder&#146;s tax cost basis (but not
below zero) in Fund shares, which could result in more taxable gain or less taxable loss when the shareholder sells their shares. This may cause the shareholder to pay taxes even if he or she sells shares for less than the original price. The
Fund&#146;s distribution policy, rate of distributions on the Common Shares and the portion of distributions composed of net investment income, realized capital gain and return of capital may vary over time. Shareholders who periodically receive the
payment of a distribution consisting of a return of capital may be under the impression that they are receiving net income or profits when they are not. Shareholders should not assume that the source of a return of capital distribution from the Fund
is net income or profit. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Subsidiary risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">By investing in the
Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary&#146;s investments in Regulation S securities that are not freely tradable in the U.S. Regulation S securities are debt or equity securities of U.S. and foreign
issuers offered through private offerings exempt from registration with the SEC pursuant to Regulation S of the 1933 Act. Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be
relatively less liquid as a result of legal or contractual restrictions on resale. Although Regulation S securities may be resold in privately negotiated transactions, the price realized from these sales could be less than the price originally paid
by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure of other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S
securities may involve a high degree of business and financial risk and may result in substantial losses. There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the 1940
Act, and, unless otherwise noted in this prospectus, is not subject to all the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both managed by Nuveen Asset
Management making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its Common Shareholders. The Board of Trustees has oversight responsibility for the investment activities of the Fund, including its
investment in the Subsidiary, and the Fund&#146;s role as sole shareholder of the Subsidiary. The Subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund.
Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and the SAI and could adversely affect the Fund. See &#147;&#151;Portfolio
Level Risks&#151;Regulation S Securities Risks.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Frequent trading risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may engage in active and frequent trading of its portfolio investments, which may result in the Fund having high portfolio turnover. Effects of
frequent trading may include high transaction costs, which may lower the Fund&#146;s return, and realization of greater short-term capital gains, distributions of which are taxable as ordinary income to taxable shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>No operating history </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is a newly organized,
diversified, closed-end management investment company with no history of operations. As a result, prospective investors have no track record or history upon which to base their investment decision. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>88 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>OTHER RISKS </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Global economic risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">National and regional economies and financial
markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory,
tax and economic conditions may cause fluctuations in markets and investments prices around the world, which could negatively impact the value of the Fund&#146;s investments. Major economic or political disruptions, particularly in large economies
like China&#146;s, may have global negative economic and market repercussions. Additionally, the aftermath of the war in Iraq, instability in Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East, natural and environmental
disasters and the spread of infectious illnesses or other public health emergencies, possible terrorist attacks in the United States and around the world, continued tensions between North Korea and the United States and the international community
generally, growing social and political discord in the United States, the European debt crisis, the response of the international community&#151;through economic sanctions and otherwise&#151;to Russia&#146;s annexation of the Crimea region of
Ukraine and posture vis-a-vis Ukraine, further downgrade of U.S. government securities, the change in the U.S. president and the new administration and other similar events may adversely affect the global economy and the markets and issuers in which
the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea&#146;s nuclear weapons and long-range
ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the
information technology and other operational systems upon which the Fund&#146;s service providers, including Nuveen Asset Management, rely, and could otherwise disrupt the ability of employees of the Fund&#146;s service providers to perform
essential tasks on behalf of the Fund. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In December 2019, an initial outbreak of COVID-19 was reported and has resulted in numerous deaths and the
imposition of both local and more widespread quarantine measures, border closures and other travel restrictions, causing social unrest and commercial disruption on a global scale. In response to the COVID-19 pandemic, central banks and governments
have responded with liquidity injections to ease the strain on financial systems and stimulus measures to buffer the shock to businesses and consumers. These measures have helped stabilize the markets over the short term, but volatility will likely
remain elevated until the health crisis itself is under control (via fewer new cases, lower infection rates and/or verified treatments). There are still many unknowns and new information is incoming daily, compounding the difficulty of modeling
outcomes for epidemiologists and economists alike. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the recent outbreak of COVID-19 has adversely impacted global commercial activity and
has contributed to significant volatility in certain financial markets. There are no comparable recent events in the U.S. that provide guidance as to the effect of the spread of COVID-19 and a potential pandemic on the economy as a whole and,
consequently, the Fund. Accordingly, while there have been proposed, and in some cases enacted, economic stimulus measures aimed at curbing the negative economic impacts to the U.S. and other countries as a result of COVID-19, it cannot be
determined at this time whether such stimulus measures will have a stabilizing economic effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To the extent the impacts of COVID-19 continue, the Fund
may experience negative impacts to its business that could exacerbate other risks to which the Fund is subject, including: (1) issuers of fixed-income investments could be materially impacted by the COVID-19 pandemic, which may, in turn, negatively
affect the value of such investments or such issuers&#146; ability to make interest payments or </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>89 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">distributions to the Fund and result in a decrease in the NAV of the Fund; (2)
operational impacts on and availability of key personnel of Nuveen Fund Advisors, Nuveen Asset Management, and/or any of the Fund&#146;s other service providers, vendors and counterparties as they face changed circumstances and/or illness related to
the pandemic; and (3) limitations on the Fund&#146;s ability to make distributions or dividends, as applicable, to Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund does not
know and cannot predict how long the securities markets may be affected by these events and the effects of these and similar events in the future on the U.S. economy and securities markets. The Fund may be adversely affected by abrogation of
international agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of
local, national and international organizations to carry out their duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the
same laws and agreements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major
economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick
reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund&#146;s investments. See &#147;&#151;Recent Market Conditions&#148; below. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Recent market conditions </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In response to the financial crisis
and recent market events, the United States and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. Policy and legislative changes by the United States government and the Federal
Reserve to assist in the ongoing support of financial markets, both domestically and in other countries, are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market
participants, may not be fully known for some time. In some countries where economic conditions are recovering, such countries are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the
crisis, or investor perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain investments. The severity or duration of adverse economic conditions may also be affected by policy changes made by
governments or quasi-governmental organizations, including changes in tax laws and the imposition of trade barriers. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be
fully known for some time. Changes to the Federal Reserve policy, including with respect to certain interest rates, may affect the value, volatility and liquidity of dividend and interest paying securities. Regulatory changes are causing some
financial services companies to exit long-standing lines of business, resulting in dislocations for other market participants. In addition, the contentious domestic political environment, as well as political and diplomatic events within the United
States and abroad, such as the U.S. government&#146;s inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government&#146;s debt limit, may
affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has recently reduced the federal corporate income tax rate, and future
legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national
defense. Markets may react strongly to expectations about the changes in these policies, which could increase volatility, especially if the markets&#146; expectations for changes in government policies are not borne out. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>90 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Changes in market conditions will not have the same impact on all types of investments.
Interest rates have been unusually low in recent years in the United States and abroad, but there is a consensus that interest rates will increase during the life of the Fund, which could negatively impact the price of debt securities. Because there
is little precedent for this situation, it is difficult to predict the impact of a significant rate increase on various markets. For example, because investors may buy securities or other investments with borrowed money, a significant increase in
interest rates may cause a decline in the markets for those investments. Because of the sharp decline in the worldwide price of oil, there is a concern that oil producing nations may withdraw significant assets now held in U.S. Treasuries, which
could force a substantial increase in interest rates. Regulators have expressed concern that rate increases may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. In addition,
there is a risk that the prices of goods and services in the United States and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness
and may make defaults on debt more likely. If a country&#146;s economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June 23, 2016, the United Kingdom (&#147;UK&#148;) held a referendum on whether to remain a member state of the European Union (&#147;EU&#148;), in which
voters favored the UK&#146;s withdrawal from the EU, an event widely referred to as &#147;Brexit&#148; and which triggered a two-year period of negotiations on the terms of withdrawal. The formal notification to the European Council required under
Article 50 of the Treaty on EU was made on March 29, 2017, following which the terms of exit were negotiated. On January 31, 2020, the UK formally withdrew from the EU and the two sides entered into a transition phase, where the UK effectively
remained in the EU from an economic perspective, but no longer had any political representation in the EU parliament. The transition period concluded on December 31, 2020, and EU law no longer applies in the UK. On December 30, 2020, the UK and EU
signed an EU-UK Trade and Cooperation Agreement (&#147;UK/EU Trade Agreement&#148;), which went into effect on January 1, 2021 and sets out the foundation of the economic and legal framework for trade between the UK and EU. As the UK/EU Trade
Agreement is a new legal framework, the implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of volatility in both the UK and wider European markets. The longer term economic, legal, political and
social framework to be put in place between the UK and the EU are unclear at this stage, remain subject to negotiation and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the UK and in
wider European markets for some time. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the UK and European economies, as well as the broader
global economy for some time. Additionally, a number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. Ukraine has experienced ongoing military conflict; this conflict may expand and military
attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly
affect global economies and markets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The current political climate has intensified concerns about a potential trade war between China and the United
States, as each country has recently imposed tariffs on the other country&#146;s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods
and possible failure of individual companies and/or large segments of China&#146;s export industry, which could have a negative impact on the Fund&#146;s performance. U.S. companies that source material and goods from China and those that make large
amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>91 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">against safe haven currencies, such as the Japanese yen and the euro. Events such as
these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The impact of these developments in the near- and long-term is unknown and could have additional adverse effects on economies, financial markets and asset
valuations around the world. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Legislation and regulatory risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At any time after the date of this prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund,
investments held by the Fund or the issuers of such investments. Changing approaches to regulation may have a negative impact on the entities and/or investments in which the Fund invests. Legislation or regulation may also change the way in which
the Fund itself is regulated. Fund shareholders may incur increased costs resulting from such legislation or additional regulation. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect
on the Fund or will not impair the ability of the Fund to achieve its investment objective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For example, the Dodd-Frank Act is designed to impose
stringent regulation on the over-the-counter derivatives market in an attempt to increase transparency and accountability and provides for, among other things, new clearing, execution, margin, reporting, recordkeeping, business conduct, disclosure,
position limit, minimum net capital and registration requirements. Although the CFTC has released final rules under the Dodd-Frank Act, many of the provisions are subject to further final rulemaking, and thus the Dodd-Frank Act&#146;s ultimate
impact remains unclear. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The SEC recently enacted Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> under the 1940 Act governing the use of derivatives
by registered investment companies, which could affect the nature and extent of derivatives used by the Fund. It is possible that new Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> could limit the implementation of the Fund&#146;s use of
derivatives, which could have an adverse impact on the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the Fund is operated by persons who have claimed an exclusion, granted to
operators of registered investment companies like the Fund, from registration as a &#147;commodity pool operator&#148; under Rule 4.5 promulgated by the CFTC pursuant to its authority under the Commodity Exchange Act (the &#147;CEA&#148;) and,
therefore, is not subject to registration or regulation as a &#147;commodity pool operator.&#148; As a result, the Fund is limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate
futures) or options on commodity futures, engage in swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than bona fide hedging. With respect to
transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish the Fund&#146;s positions in such investments may not exceed 5% of the liquidation value of the Fund&#146;s portfolio
(after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the
liquidation value of the Fund&#146;s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool
or otherwise as a vehicle for trading in the futures, options or swaps markets. If the Fund does not continue to claim the exclusion, it would likely become subject to registration and regulation as a commodity pool operator. The Fund may incur
additional expenses as a result of the CFTC&#146;s registration and regulatory requirements. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>92 </B></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>LIBOR replacement risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The use of the LIBOR will be phased out by the end of 2021. This may adversely affect the Fund&#146;s investments whose value is tied to LIBOR. There remains
uncertainty regarding the future use of LIBOR and the nature of any replacement reference rate. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies and markets are slowly
developing in response to these new rates. The transition process away from LIBOR may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. The potential effect of a discontinuation
of LIBOR on the Fund&#146;s investments will vary depending on, among other things: (1)&nbsp;existing fallback provisions that provide a replacement reference rate if LIBOR is no longer available; (2)&nbsp;termination provisions in individual
contracts; and (3)&nbsp;whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away
from LIBOR until new reference rates and fallbacks are commercially accepted. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Anti-takeover provisions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s Declaration of Trust and By-laws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or
convert the Fund to open-end status. Further, the By-laws provide that a shareholder who obtains beneficial ownership of common shares in a &#147;Control Share Acquisition&#148; shall have the same voting rights as other Common Shares only to the
extent authorized by shareholders. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares. See &#147;Certain
Provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-Laws.&#148;</FONT> </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Potential conflicts of interest risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors and Nuveen Asset Management each provide a wide array of portfolio management and other asset management services to a mix of clients and
may engage in ordinary course activities in which their respective interests or those of their clients may compete or conflict with those of the Fund. In certain circumstances, and subject to its fiduciary obligations under the Investment Advisers
Act of 1940, Nuveen Asset Management may have to allocate a limited investment opportunity among its clients, which include closed-end funds, open-end funds and other commingled funds. Nuveen Fund Advisors and Nuveen Asset Management have each
adopted policies and procedures designed to address such situations and other potential conflicts of interests. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For additional information about
potential conflicts of interest, and the way in which Nuveen Fund Advisors and Nuveen Asset Management address such conflicts, please see &#147;Subadviser&#151;Nuveen Asset Management Conflict of Interest Policies&#148; in the SAI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">THE FOLLOWING RISKS ARE NOT CONSIDERED TO BE PRINCIPAL RISKS OF INVESTING IN THE FUND: </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Income risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s income could decline due to
falling market interest rates. This is because, in a falling interest rate environment, the Fund generally will have to invest the proceeds from sales of Fund shares, as well as the proceeds from maturing portfolio investments, in lower-yielding
investments. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>93 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Deflation risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their
assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund&#146;s portfolio. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks related to the Fund&#146;s clearing broker and central clearing counterparty </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The CEA requires swaps and futures clearing brokers registered as &#147;futures commission merchants&#148; to segregate all funds received from customers with
respect to any orders for the purchase or sale of U.S. domestic futures contracts and cleared swaps from the brokers&#146; proprietary assets. Similarly, the CEA requires each futures commission merchant to hold in separate secure accounts all funds
received from customers with respect to any orders for the purchase or sale of foreign futures contracts and cleared swaps and segregate any such funds from the funds received with respect to domestic futures contracts. However, all funds and other
property received by a clearing broker from its customers are held by the clearing broker on a commingled basis in an omnibus account and may be invested in certain instruments permitted under applicable regulations. There is a risk that assets
deposited by the Fund with any swaps or futures clearing broker as margin for futures contracts or cleared swaps may, in certain circumstances, be used to satisfy losses of other clients of the Fund&#146;s clearing broker. In addition, the assets of
the Fund might not be fully protected in the event of the Fund&#146;s clearing broker&#146;s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker&#146;s
customers for the relevant account class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Similarly, the CEA requires a clearing organization approved by the CFTC as a derivatives clearing organization
to segregate all funds and other property received from a clearing member&#146;s clients in connection with domestic cleared derivative contracts from any funds held at the clearing organization to support the clearing member&#146;s proprietary
trading. Nevertheless, all customer funds held at a clearing organization in connection with any futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing member&#146;s individual customers. All
customer funds held at a clearing organization with respect to cleared swaps of customers of a clearing broker are also held in an omnibus account, but CFTC rules require that the clearing broker notify the clearing organization of the amount of the
initial margin provided by the clearing broker to the clearing organization that is attributable to each customer. With respect to futures and options contracts, a clearing organization may use assets of a non-defaulting customer held in an omnibus
account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. With respect to cleared swaps, a clearing organization generally cannot do so, but may do so if the
clearing member does not provide accurate reporting to the clearing organization as to the attribution of margin among its clients. Also, since clearing brokers generally provide to clearing organizations the net amount of variation margin required
for cleared swaps for all of its customers in the aggregate, rather than the gross amount of each customer, the Fund is subject to the risk that a clearing organization will not make variation margin payments owed to the Fund if another customer of
the clearing member has suffered a loss and is in default. As a result, in the event of a default or the clearing broker&#146;s other clients or the clearing broker&#146;s failure to extend its own funds in connection with any such default, the Fund
may not be able to recover the full amount of assets deposited by the clearing broker on behalf of the Fund with the clearing organization. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Borrowing risk
</B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to borrowing for leverage (see &#147;Leverage&#148;), the Fund may borrow for temporary or emergency purposes, to pay dividends,
repurchase its shares, or clear portfolio transactions. Borrowing </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>94 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">may exaggerate changes in the NAV of the Fund&#146;s shares and may affect the
Fund&#146;s net income. When the Fund borrows money, it must pay interest and other fees, which will reduce the Fund&#146;s returns if such costs exceed the returns on the portfolio investments purchased or retained with such borrowings. Any such
borrowings are intended to be temporary. However, under certain market circumstances, such borrowings might be outstanding for longer periods of time. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Duration risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Duration is the sensitivity, expressed in
years, of the price of a fixed-income investment to changes in the general level of interest rates (or yields). Investments with longer durations tend to be more sensitive to interest rate (or yield) changes, which typically corresponds to increased
volatility and risk, than investments with shorter durations. For example, if a security or portfolio has a duration of three years and interest rates increase by 1%, then the investment or portfolio would decline in value by approximately 3%.
Duration differs from maturity in that it considers potential changes to interest rates, and an investment&#146;s coupon payments, yield, price and par value and call features, in addition to the amount of time until the investment matures. The
duration of an investment will be expected to change over time with changes in market factors and time to maturity. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Senior loan agent risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A financial institution&#146;s employment as an Agent under a senior loan might be terminated in the event that it fails to observe a requisite standard of
care or becomes insolvent. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the loan agreement would likely remain available to holders of such indebtedness. However, if assets held
by the terminated Agent for the benefit of the Fund were determined to be subject to the claims of the Agent&#146;s general creditors, the Fund might incur certain costs and delays in realizing payment on a senior loan or loan participation and
could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (<I>e.g.</I>, an insurance company or government agency) similar risks may arise. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Asset segregation risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain portfolio management
techniques, such as, among other things, using reverse repurchase agreements, purchasing investments on a when-issued or delayed delivery basis or entering into swap agreements, futures contracts or other derivative transactions, create leverage or
its effect, and may be considered &#147;senior securities&#146;&#148; (as that term is defined under the 1940 Act). To avoid having these instruments considered &#147;senior securities,&#148; the Fund may maintain liquid assets with its custodian in
an amount with a value at least equal (on a daily market value basis or notional value basis, as applicable) to the aggregate amount of its obligations under these types of leveraging transactions (often referred to as &#147;asset
segregation&#148;), enter into offsetting transactions, or otherwise &#147;cover&#148; certain transactions, in accordance with the 1940 Act, the rules thereunder, and applicable positions of the SEC and its staff. The SEC recently adopted new Rule
18f-4 under the 1940 Act, which imposes limits on replaces the asset segregation framework previously used by funds to comply with Section 18 of the 1940 Act, among other requirements. The Fund will comply with the new rule&#146;s requirements on or
before the SEC&#146;s compliance date in 2022. See &#147;Portfolio Composition and Other Information&#151;Asset Segregation&#148; above. In the event that the Fund is unable to maintain sufficient assets, or otherwise &#147;cover,&#148; any open
positions, a portion or all of these instruments will be classified as a &#147;senior security&#148; for 1940 Act purposes and be subject to certain limitations on &#147;senior securities&#148; under the 1940 Act. See &#147;Leverage&#148; above. The
Fund may be restricted in its use of assets that are maintained for &#147;asset segregation,&#148; or </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>95 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">committed as &#147;cover,&#148; for certain other purposes, which could result in
the Fund earning a lower return on its portfolio than it might otherwise earn if it did not have to maintain those assets in respect of, or otherwise &#147;cover,&#148; such portfolio positions. To the extent the Fund&#146;s assets are maintained or
committed as &#147;cover,&#148; it could limit the Fund&#146;s investment flexibility. Maintaining assets and covering positions will not limit or offset losses on the related leveraging positions. See &#147;&#151;Portfolio Level
Risks&#151;Derivatives Risks.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Special risks related to certain municipal obligations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Municipal leases and certificates of participation involve special risks not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without
meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of
<FONT STYLE="white-space:nowrap">&#147;non-appropriation&#148;</FONT> clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate
legislative body. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event that the governmental issuer is prevented from maintaining occupancy of the leased premises or utilizing the leased equipment.
Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of <FONT STYLE="white-space:nowrap">non-appropriation</FONT> or foreclosure might prove difficult, time consuming and costly,
and may result in a delay in recovering or the failure to fully recover the Fund&#146;s original investment. In the event of <FONT STYLE="white-space:nowrap">non-appropriation,</FONT> the issuer would be in default and taking ownership of the assets
may be a remedy available to the Fund, although the Fund does not anticipate that such a remedy would normally be pursued. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certificates of participation
involve the same risks as the underlying municipal leases. In addition, the Fund may be dependent upon the municipal authority issuing the certificates of participation to exercise remedies with respect to the underlying securities. Certificates of
participation also entail a risk of default or bankruptcy, both of the issuer of the municipal lease and also the municipal agency issuing the certificate of participation. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Cybersecurity risk </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Technology, such as the internet, has
become more prevalent in the course of business, and as such, the Fund and its service providers are susceptible to operational and information security risk resulting from cyber incidents. Cyber incidents refer to both intentional attacks and
unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized
access to digital systems (through &#147;hacking&#148; or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality
(including denial of service attacks). Cyber incidents could adversely impact the Fund and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional compliance costs
associated with corrective measures. Cyber incidents may cause the Fund or its service providers to lose proprietary information, suffer data corruption, lose operational capacity or fail to comply with applicable privacy and other laws. Among other
potentially harmful effects, cyber incidents also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Fund and its service providers. In addition, substantial costs may be
incurred in order to prevent any </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>96 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Risks </B></P> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">cyber incidents in the future. While the Fund&#146;s service providers have established
business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the
Fund cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Certain affiliations </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain broker-dealers may be considered
to be affiliated persons of the Fund, Nuveen Fund Advisors, Nuveen Asset Management, Nuveen and/or TIAA. Absent an exemption from the SEC or other regulatory relief, the Fund generally is precluded from effecting certain principal transactions with
affiliated brokers, and its ability to purchase investments being underwritten by an affiliated broker or a syndicate including an affiliated broker, or to utilize affiliated brokers for agency transactions, is subject to restrictions. The Fund has
not applied for and does not currently intend to apply for such relief. This could limit the Fund&#146;s ability to engage in investments transactions and take advantage of market opportunities. In addition, unless and until the underwriting
syndicate is broken (<I>i.e.</I>, the underwriting syndicate responsible for the initial pricing, marketing and distribution of the securities is disbanded) in connection with the initial public offering of the Common Shares, the Fund will be
precluded from effecting principal transactions with brokers who are members of the syndicate. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_10"></A>Management of the Fund </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>TRUSTEES AND OFFICERS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Board of Trustees is responsible for the
Fund&#146;s management, including supervision of the duties performed by Nuveen Fund Advisors and Nuveen Asset Management. The names and business addresses of the Fund&#146;s trustees and officers and their principal occupations and other
affiliations during the past five years are set forth under &#147;Management of the Fund&#148; in the SAI. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT ADVISER AND SUBADVISER </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Investment Adviser </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors, a registered
investment adviser, is responsible for overseeing the Fund&#146;s overall investment strategy and its implementation. Nuveen Fund Advisors also is responsible for the ongoing monitoring of Nuveen Asset Management, overseeing the Fund&#146;s use of
leverage, managing the Fund&#146;s business affairs and providing certain clerical, bookkeeping and other administrative services to the Fund. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, IL 60606. Nuveen Fund Advisors is an
indirect subsidiary of Nuveen, the investment management arm of TIAA. TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund.
As of December 31, 2020, Nuveen managed approximately $1.2&nbsp;trillion in assets, of which approximately $156.5&nbsp;billion was managed by Nuveen Fund Advisors. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Subadviser </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Asset Management, a registered investment
adviser, is the Fund&#146;s subadviser responsible for investing the Fund&#146;s Managed Assets. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>97 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Management of the Fund </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Portfolio Managers </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Stephen Liberatore, Jessica Zarzycki and
Kristal Seales will serve as the Fund&#146;s portfolio managers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Stephen M. Liberatore, CFA, is the lead portfolio manager for Nuveen Asset
Management&#146;s fixed income strategies that incorporate ESG criteria and Impact investments, including those that comprise our Core Impact Bond, Short Duration Impact Bond and Green Bond composites. He is also a member of the Investment
Committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr. Liberatore serves on the ICMA Green Bond Principles Advisory Council and was a member of the initial executive committee. He joined TIAA
in 2004. He is a member of the UN Capital Development Fund&#146;s working group on Climate Insurance Linked Resilient Infrastructure Finance and serves on the UN&#146;s Joint Sustainable Development Goals Fund&#146;s Blue Economy Investor Advisory
Group. He also serves on S&amp;P&#146;s Global Ratings ESG Leadership Council. He is a frequent speaker at conferences and a subject matter expert across media outlets, such as Bloomberg, CNBC, The Economist and The Wall Street Journal. He and his
team were awarded &#147;Investor of the Year&#148; at Environmental Finance&#146;s 2020 Bond Awards. Before joining the firm in 2004, he held roles at Nationwide Mutual Insurance and Protective Life. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr. Liberatore graduated with a B.S. from the State University of New York at Buffalo and an M.B.A. in Finance and Operations from Wake Forest University. He
holds the CFA designation and is a member of the CFA Society of North Carolina and the CFA Institute. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jessica Zarzycki, CFA, is a Portfolio Manager of
the Fund and a senior director and research analyst for Nuveen Asset Management. Ms. Zarzycki is a member of the Global Sovereigns team and is responsible for sovereigns and local markets in both Western and Eastern Europe. Ms. Zarzycki also
supports Nuveen Asset Management&#146;s responsible investing fixed income initiatives. Previously, she covered developed market sovereigns, agencies and agency MBS at TIAA. Ms. Zarzycki joined TIAA in 2008. Ms. Zarzycki has 12 years of industry
experience. Prior to joining TIAA, she worked at Citi Global Wealth Management (GWM) where she helped to manage the liquidity and risk of GWM balance sheet. Ms. Zarzycki holds a B.S. in business administration with a focus in finance from The Ohio
State University. She holds the Chartered Financial Analyst<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> designation and is a member of the CFA Society New York and the CFA<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>
Institute. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kristal Seales, CFA, is a Portfolio Manager of the Fund and is also a portfolio manager for Nuveen Asset Management&#146;s leveraged finance
team with a focus on the management of high yield ESG mandates. She joined Nuveen Asset Management in 2001 and has worked on investing in corporate private placements, project finance, lease finance and investment-grade public debt offerings across
a variety of industries. Since 2009, she has been a member of Nuveen Asset Management&#146;s leveraged finance team and was previously a senior research analyst responsible for covering the gaming, leisure and retail industries. She also oversees
the risk and analytics function for Nuveen Asset Management&#146;s global fixed income team. She is a member of Nuveen Asset Management&#146;s Investment Committee, which establishes investment policy for all global fixed income products. She
graduated with a B.S. in Operations Research and Industrial Engineering from Cornell University. She holds the CFA designation, is a member of the CFA Institute and the New York Society of Security Analysts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additional information about the portfolio managers&#146; compensation, other accounts managed by Nuveen Fund Advisors and Nuveen Asset Management, and other
information is provided in the SAI. The SAI is available free of charge by calling (800) 257-8787 or by visiting Nuveen Investment&#146;s website at <U>www.nuveen.com</U>. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>98 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Management of the Fund </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>INVESTMENT MANAGEMENT AND SUBADVISORY AGREEMENTS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to an
investment management agreement between Nuveen Fund Advisors and the Fund, the Fund will pay Nuveen Fund Advisors an annual management fee, payable monthly in arrears, in a maximum amount equal to 1.00% of the Fund&#146;s average daily Managed
Assets. This maximum fee is equal to the sum of a fund-level fee, with breakpoints based only on the amount of assets within the Fund, and a complex-level fee, with breakpoints based upon the aggregate amount of all eligible assets of all Nuveen
Funds, as described below, according to the following schedule. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>FUND-LEVEL FEE </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fund-level fee shall be applied according to the following schedule: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="89%"></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Fund-Level Average Daily Managed Assets</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B><FONT STYLE="white-space:nowrap">Fund-Level</FONT></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>Fee&nbsp;Rate</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the first $500 million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.8000</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500 million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7750</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500 million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7500</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500 million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7250</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For Managed Assets over $2 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7000</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>COMPLEX-LEVEL FEE </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
effective rates of the complex-level fee at various specified complex-wide asset levels are as indicated in the following table: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="83%"></TD>

<TD VALIGN="bottom" WIDTH="11%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Complex-Level Asset Breakpoint Level*</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Effective&nbsp;Rate&nbsp;At<BR>Breakpoint Level</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$55 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.2000</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$56 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1996</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$57 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1989</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$60 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1961</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$63 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1931</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$66 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1900</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$71 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1851</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$76 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1806</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$80 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1773</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$91 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1691</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$125 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1599</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$200 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1505</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$250 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1469</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">$300 billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1445</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">*</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The complex-level fee is calculated based upon the aggregate daily &#147;eligible assets&#148; of all Nuveen
open-end and closed-end funds. Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with Nuveen Fund
Advisors&#146;s assumption of the management of the former First American Funds effective January 1, 2011, but do include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of Nuveen Fund Advisors during
the 2019 calendar year. Eligible assets include closed-end fund assets managed by Nuveen Fund Advisors that are attributable to certain types of leverage. For these purposes, leverage includes
</P></TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>99 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Management of the Fund </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the closed-end funds&#146; use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including
the portion of assets held by the TOB trust that has been effectively financed by the trust&#146;s issuance of floating rate securities, subject to an agreement by Nuveen Fund Advisors as to certain funds to limit the amount of such assets for
determining eligible assets in certain circumstances. As of December 31, 2020, the complex-level fee rate was 0.1557%. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Based on eligible
assets as of December 31, 2020, the complex-level fee would be 0.1557% of Managed Assets, and the total annual management fee to Nuveen Fund Advisors would be 0.9557% of Managed Assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to Nuveen Fund Advisors&#146; management fee, the Fund pays all other costs and expenses of its operations, including compensation of its trustees
(other than those affiliated with Nuveen), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of its independent registered accounting firm, expenses of repurchasing Common Shares, expenses of preparing, printing and
distributing shareholder reports, notices, proxy statements and reports to governmental agencies, listing fees and taxes, if any. All fees and expenses are accrued daily and deducted before payment of distributions to shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Separately, pursuant to an investment sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management Nuveen Fund Advisors will pay Nuveen
Asset Management a portfolio management fee equal to 50% of the investment management fee paid on the Fund&#146;s average daily Managed Assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The basis
for the Board of Trustees&#146; initial approval of the Fund&#146;s investment management agreement and sub-advisory agreement will be provided in the Fund&#146;s initial shareholder report. The basis for subsequent continuations of the Fund&#146;s
investment management agreement and sub-advisory agreement will be provided in annual or semiannual reports to shareholders for the periods during which such continuations occur. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_11"></A>Net asset value </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s NAV is
determined as of the close of regular session trading (normally 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (&#147;NYSE&#148;) is open for business. The Fund&#146;s NAV is calculated by taking the market value of the Fund&#146;s
total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of Common Shares outstanding. The result, rounded to the nearest cent, is the NAV. All valuations are subject to
review by the Fund&#146;s Board of Trustees or its delegate. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In determining the Fund&#146;s NAV, 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 instrument&#146;s issuer or market activity provided by Nuveen Fund Advisors or Nuveen
Asset Management. Pricing service valuations of non-exchange-traded instruments represent the </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>100 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Net asset value </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">service&#146;s 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 Fund realizes upon the sale of an instrument. Non-U.S. investments and currency are valued in U.S. dollars based on non-U.S.
currency exchange rate quotations supplied by an independent quotation service. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For non-U.S. traded investments whose principal local markets close
before the close of the NYSE, the Fund may adjust the local closing price based upon such factors as developments in non-U.S. markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that
represent non-U.S. investments. The Fund may rely on an independent fair valuation service in making any such fair value determinations. If the Fund holds portfolio instruments that are primarily listed on non-U.S. exchanges, the value of such
instruments may change on days when the Fund&#146;s NAV is calculated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 day&#146;s price by more than a threshold amount, and recent transactions
and/or broker dealer price quotations differ materially from the price in question. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Board of Trustees has adopted valuation procedures for the Fund
and has appointed Nuveen Fund Advisors&#146; Valuation Committee (the &#147;Valuation Committee&#148;) 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 instrument&#146;s 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. The SEC recently adopted new Rule 2a-5 under the 1940 Act, which establishes requirements for determining fair
value in good faith for purposes of the 1940 Act. The Fund will comply with the new rule&#146;s valuation requirements on or before the SEC&#146;s compliance date in 2022. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_12"></A>Distributions </P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund will pay monthly
distributions stated in terms of a fixed number of cents per Common Share. The Fund&#146;s distributions will be composed of net investment income and supplemental amounts generally representing realized capital gains and/or a return of capital. The
return of capital component of a Fund distribution may (but will not necessarily) represent unrealized capital gains. A return of capital is a non-taxable distribution of a portion of the Fund&#146;s capital. When the Fund returns (including
unrealized capital appreciation) exceed distributions, return of capital may represent portfolio gains earned, but not realized as a taxable capital gain. In periods when the Fund returns fall short of distributions, a return of capital will
represent a portion of a shareholder&#146;s original principal. Such shortfall may be offset during other time periods over the life of their investment (previous or subsequent) when the Fund&#146;s total return exceeds distributions. A return of
capital reduces a shareholder&#146;s tax cost basis (but not below zero) in Fund shares, which would result in more taxable gain or less taxable loss when the shareholder sells their shares. Monthly distributions, including such supplemental
amounts, represent the potential for capital </P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>101 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Distributions </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">appreciation and are sometimes referred to as &#147;managed distributions.&#148; The Fund&#146;s managed distribution policy is pursuant to an exemptive order
issued by the SEC, which permits the Fund to distribute long-term capital gains to shareholders more frequently than once per year. The Fund will seek to establish a Common Share distribution rate that roughly corresponds to Nuveen Fund
Advisors&#146; projections of the total return that could reasonably be expected to be generated by the Fund&#146;s Common Shares over an extended period of time, although the distribution rate will not be solely dependent on the amount of income
earned or capital gains realized. Nuveen Fund Advisors, in making such projections, may consider long-term historical returns of the types of investments in the portfolio, current and expected portfolio composition, current market sentiment, and a
variety of other factors. Distributions can only be made after paying any interest and required principal payments on borrowings, if any, and any accrued dividends to preferred shareholders, if any. The Fund expects to declare its initial Common
Share distribution within approximately 30 days following the completion of this offering. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If, for any monthly distribution, net investment income
and net realized capital gains were less than the amount of the distribution, the difference would be distributed from the Fund&#146;s assets. In order to raise cash for such distributions, the Fund expects to sell portfolio investments. Such
portfolio sales may occur at a time when independent investment judgment might not dictate such action. The Fund may make additional distributions, or include within the Fund&#146;s final distribution for each calendar year, amounts representing any
remaining net investment income and net realized capital gains not distributed during the year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s actual financial performance will likely
vary significantly from month-to-month and from year-to-year, and there may be extended periods when the distribution rate will exceed the Fund&#146;s actual total returns. The Fund&#146;s projected or actual distribution rate is not a prediction of
what the Fund&#146;s actual total returns will be over any specific future period. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As portfolio and market conditions change, the portion of the
Fund&#146;s distributions composed of net investment income, realized capital gain and return of capital will vary. The Fund may also change the rate of distributions on the Common Shares and the Fund&#146;s distribution policy in response to
changes in portfolio and market conditions. Shareholders should not assume that the source of a distribution from the Trust is net income or profit. To the extent that the total return of the Fund&#146;s overall strategy exceeds the distribution
rate for an extended period, the Fund may be in a position either to increase the distribution rate or to distribute supplemental amounts to shareholders, or both. Conversely, if the total return of the Fund&#146;s overall strategy is less than the
distribution rate for an extended period of time, the Fund will effectively be drawing upon its assets to meet payments prescribed by its distribution policy. Similarly, for tax purposes such distributions by the Fund may consist in part of a return
of capital to Common Shareholders. The exact tax characteristics of the Fund&#146;s Common Share distributions will not be known until after the Fund&#146;s fiscal year-end. Common Shareholders should not confuse a return of capital distribution
with &#147;dividend yield&#148; or &#147;total return.&#148; At the same time that it pays a monthly distribution, the Fund will post on its website <U>(www.nuveen.com/cef),</U> and make available in written form to holders of its Common Shares, a
notice of the estimated sources and tax characteristics of the Fund&#146;s distributions (<I>i.e., </I>what percentage of the distributions is estimated to constitute ordinary income, short-term capital gains, long-term capital gains, and/or a
non-taxable return of capital) on a year-to-date basis, in compliance with a federal securities law requirement that any fund paying a distribution from sources other than net investment income disclose to shareholders the respective portion
attributable to such other sources. These estimates may be based on certain assumptions about the Fund&#146;s expected investment returns and the realization of net gains, if any, over the remaining course of the year. These estimates may, and
likely will, vary over time based on the activities of the Fund and changes in the value of portfolio investments. The final determination of the source and tax </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>102 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Distributions </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">characteristics of all distributions will be made after December 31 in each year, and reported to Common Shareholders on Form 1099-DIV early the following
year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As explained more fully below in &#147;Tax Matters,&#148; the Fund intends to distribute to Common Shareholders any net capital gain (which is the
excess of net long-term capital gain over net short-term capital loss) for each taxable year through its managed distributions or, alternatively, to retain all or a portion of the year&#146;s net capital gain and pay U.S. federal income tax on the
retained gain. Each Common Shareholder of record as of the end of the Fund&#146;s taxable year will include in income for U.S. federal income tax purposes, as long-term capital gain, their share of any retained gain, will be deemed to have paid
their proportionate share of the tax paid by the Fund on such retained gain (provided that the Fund designates such retained gain for inclusion by such Common Shareholder), and will be entitled to an income tax credit or refund for that share of the
tax. The Fund may treat any retained capital gain amount as a substitute for equivalent cash distributions. In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds the Fund&#146;s net
investment income and net realized long-term capital gains for that calendar year, in which case the excess will generally be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder&#146;s tax
basis (but not below zero), which would result in more taxable gain or less taxable loss when the shareholder sells their shares. This may cause the shareholder to pay taxes even if he or she sells shares for less than the original price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time upon notice to
Common Shareholders, upon a determination by the Fund&#146;s Board of Trustees that such change is in the best interests of the Fund and its Common Shareholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_13">
</A>Dividend reinvestment plan </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If your Common Shares are registered directly with the Fund or if you hold your Common Shares with a brokerage firm that
participates in the Fund&#146;s Dividend Reinvestment Plan (the &#147;Plan&#148;), your distributions, including any capital gain distributions, will automatically be reinvested in additional Common Shares under the Plan unless you request
otherwise. If you elect not to participate in the Plan, or are not eligible to participate because your brokerage firm does not participate in the Plan, you will receive all distributions in cash paid by check mailed directly to you or your
brokerage firm by Computershare Inc. and Computershare, as dividend paying agent. The tax consequences of a distribution are the same regardless of whether such distribution is reinvested or received in cash. See &#147;Tax Matters.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the Plan, the number of Common Shares you will receive will be determined as follows: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(1)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">If the NAV per Common Share is equal to or less than the market price per Common Share plus estimated per share fees (which include any applicable brokerage commissions the Plan Agent is required to (pay), the Fund will
issue new shares including fractions at a price equal to the greater of (i)&nbsp;NAV per Common Share on that date or (ii)&nbsp;95% of the market price on that date. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(2)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">If the NAV per Common Share exceeds the market price per Common Share plus estimated per share fees, the Plan
Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants&#146; accounts. It is possible that the market price for the Common Shares may increase before
the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution
had been paid in Common Shares issued by the Fund. </P></TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>103 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Dividend reinvestment plan </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date. Interest will not be paid on any uninvested cash payments. The
Plan provides that if Common Shares start trading at or above NAV before the Plan Agent has completed its purchases, the Plan Agent may cease purchasing Common Shares in the open market, and may invest the uninvested portion in new shares at a price
equal to the greater of (i)&nbsp;NAV per Common Share determined on the last business day immediately prior to the purchase date or (ii)&nbsp;95% of the market price on that date. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">You may withdraw from the Plan at any time by giving written notice to the Plan Agent. If you withdraw or the Plan is terminated, you will receive whole
shares in your account under the Plan and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions and a $2.50 service fee.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Plan Agent maintains all shareholders&#146; accounts in the Plan and gives written confirmation of all transactions in the accounts, including
information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all Common Shares you have received under the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of
brokerage commissions incurred by the Plan Agent when it makes open market purchases. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Automatically reinvesting dividends and distributions does not mean
that you do not have to pay income taxes due upon receiving dividends and distributions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As noted above, if you hold your Common Shares with a brokerage
firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service
charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained from Computershare, P.O. Box 505000,
Louisville, Kentucky, 40233-5000, <FONT STYLE="white-space:nowrap">(800)&nbsp;257-8787.</FONT> </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_14"></A>Description of shares and debt </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>COMMON SHARES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s Declaration of Trust authorizes the
issuance of an unlimited number of Common Shares. The Common Shares being offered have a par value of $.01 per share and have equal rights to the payment of dividends and the distribution of assets upon liquidation of the Fund. The Common Shares
being offered will, when issued, be fully paid and, subject to matters discussed under &#147;Certain Provisions in the Declaration of Trust and By-Laws,&#148; non-assessable, and will have no preemptive or conversion rights, except as the Board of
Trustees may otherwise determine, or rights to cumulative voting. The Declaration of Trust provides that each whole Common Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Common Share shall be
entitled to a proportionate fractional vote. If the Fund issues Preferred Shares, the Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all accrued dividends on Preferred Shares
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>104 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Description of shares and debt </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">have been paid, and unless asset coverage (as defined in the 1940 Act) with respect to Preferred Shares would be at least 200% after giving effect to the
distributions. The Fund pays monthly dividends, typically on the first business day of the following month. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It is anticipated that the Fund&#146;s Common
Shares will be approved for listing on the NYSE, subject to notice of issuance, under the ticker symbol &#147;NPCT.&#148; The Fund intends to hold annual meetings of shareholders so long as the Common Shares are listed on a national securities
exchange and such meetings are required as a condition to such listing. The Fund will not issue share certificates. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unlike open-end funds, closed-end
funds like the Fund do not continuously offer shares and do not provide daily redemptions. Rather, if a Common Shareholder determines to buy additional Common Shares or sell shares already held, the Common Shareholder may conveniently do so by
trading on the exchange through a broker or otherwise. Shares of closed-end investment companies may frequently trade on an exchange at prices lower than NAV. Shares of closed-end investment companies like the Fund have, during some periods, traded
at prices higher than NAV and, during other periods, have traded at prices lower than NAV. Because the market value of the Common Shares may be influenced by such factors as dividend levels (which are in turn affected by expenses), dividend
stability, NAV, relative demand for and supply of such shares in the market, general market and economic circumstances, and other factors beyond the Fund&#146;s control, the Fund cannot guarantee you that Common Shares will trade at a price equal to
or higher than NAV in the future. See &#147;Repurchase of Common Shares; Conversion to Open-End Fund&#148; in this prospectus and in the SAI. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
following provides information about the Fund&#146;s outstanding Common Shares as of March 15, 2021: </P>  <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">


<TR>

<TD WIDTH="64%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Title of Class</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>Authorized</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>Amount</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Amount&nbsp;Held<BR>by&nbsp;the&nbsp;Fund<BR>or for its<BR>Account</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>Amount</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><B>Outstanding</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Common</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Unlimited</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5,000</TD>
<TD NOWRAP VALIGN="bottom"><SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP>&nbsp;</TD></TR>
</TABLE>  <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">(1)</TD>
<TD WIDTH="1%" VALIGN="top" STYLE="font-size:8pt">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Prior to this offering of Common Shares, Nuveen Fund Advisors purchased Common Shares from the Fund in an amount satisfying the net worth requirements of Section 14(a) of the 1940 Act and therefore owns 100% of the
outstanding Common Shares. Nuveen Fund Advisors may be deemed to control the Fund until such time as it owns less than 25% of the outstanding Common Shares, which is expected to occur as of the completion of this offering of Common Shares.
</TD></TR></TABLE>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>PREFERRED SHARES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s
Declaration of Trust authorizes the issuance of an unlimited number of Preferred Shares in one or more classes or series, with rights as determined by the Board of Trustees, by action of the Board of Trustees without the approval of the Common
Shareholders. The terms of any Preferred Shares that may be issued by the Fund may be the same as, or different from, the terms described below, subject to applicable law and the Declaration of Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the 1940 Act, the Fund is not permitted to issue &#147;senior securities&#148; that are Preferred Shares if, immediately after the issuance of Preferred
Shares, the asset coverage ratio would be less than 200%. See &#147;Leverage.&#148; Additionally, the Fund will generally not be permitted to purchase any of its Common Shares or declare dividends (except a dividend payable in Common Shares) or
other distributions on its Common Shares unless, at the time of such purchase or declaration, the asset coverage ratio with respect to such Preferred Shares, after taking into account such purchase or distribution, is at least 200%. </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>105 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Description of shares and debt </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any Preferred Shares issued by the Fund will have priority over the Common Shares. For so long as any Preferred Shares are outstanding, the Fund will not: (1)
declare or pay any dividend or other distribution (other&nbsp;than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares,
or (3) pay any proceeds of the liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund shall be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after
deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of shares of all series of Preferred Shares of the Fund due on or prior to
the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Distribution preference </B></P>
 <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any Preferred Shares would have complete priority over the Common Shares as to distribution of assets. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Liquidation preference </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the Fund, holders of Preferred Shares would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated
and unpaid dividends thereon, whether or not earned or declared) before any distribution of assets is made to Common Shareholders. After payment of the full amount of the liquidating distribution to which they are entitled, holders of Preferred
Shares will not be entitled to any further participation in any distribution of assets by the Fund. A consolidation or merger of the Fund with or into another entity or a sale of all or substantially all of the assets of the Fund shall not be deemed
to be a liquidation, dissolution or winding up of the Fund. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Voting rights </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with any issuance of Preferred Shares, the Fund must comply with Section&nbsp;18(i) of the 1940 Act, which requires, among other things, that
Preferred Shares be voting shares and have equal voting rights with Common Shares. Except as otherwise indicated in the SAI and except as otherwise required by applicable law, holders of Preferred Shares would vote together with Common Shareholders
as a single class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the election of the Fund&#146;s trustees, holders of Preferred Shares, voting as a separate class, would be
entitled to elect two of the Fund&#146;s trustees, and the remaining trustees would be elected by Common Shareholders and holders of Preferred Shares, voting together as a single class. In addition, if at any time dividends on the Fund&#146;s
outstanding Preferred Shares would be unpaid in an amount equal to two full years&#146; dividends thereon, the holders of all outstanding Preferred Shares, voting as a separate class, would be entitled to elect a majority of the Fund&#146;s trustees
until all dividends in arrears have been paid or declared and set apart for payment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The affirmative vote of the holders of a majority of the Fund&#146;s
outstanding Preferred Shares of any class or series, as the case may be, voting as a separate class, would be required to, among other things, (1)&nbsp;take certain actions that would affect the preferences, rights, or powers of such class or series
or (2)&nbsp;authorize or issue any class or series ranking prior to the Preferred Shares. Except as may otherwise be required by law, (1)&nbsp;the affirmative vote of the holders of at least two-thirds of the Fund&#146;s Preferred Shares outstanding
at the time, voting as a separate class, would be required to approve any conversion of the Fund from a closed-end to an open-end investment company and (2)&nbsp;the affirmative vote of the </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>106 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Description of shares and debt </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">holders of at least two-thirds of the outstanding Preferred Shares, voting as a separate class, would be required to approve any plan of reorganization (as
such term is used in the 1940 Act) adversely affecting such shares; provided however, that such separate class vote would be a majority vote if the action in question has previously been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust or the <FONT STYLE="white-space:nowrap">By-laws.</FONT> The affirmative vote of the holders of a majority of the outstanding Preferred Shares, voting as a
separate class, would be required to approve any action not described in the preceding sentence requiring a vote of security holders under Section&nbsp;13(a) of the 1940 Act including, among other things, changes in the Fund&#146;s investment
objective or changes in the investment restrictions described as fundamental policies under &#147;Investment Restrictions&#148; in the SAI. The class or series vote of holders of Preferred Shares described above would in each case be in addition to
any separate vote of the requisite percentage of Common Shares and Preferred Shares necessary to authorize the action in question. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing voting
provisions would not apply with respect to the Fund&#146;s Preferred Shares if, at or prior to the time when a vote was required, such shares would have been (1)&nbsp;redeemed or (2)&nbsp;called for redemption and sufficient funds would have been
deposited in trust to effect such redemption. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Redemption, purchase and sale of preferred shares </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The terms of the Preferred Shares may provide that they are redeemable by the Fund at certain times, in whole or in part, at the original purchase price per
share plus accumulated dividends, that the Fund may tender for or purchase Preferred Shares and that the Fund may subsequently resell any shares so tendered for or purchased. Any redemption or purchase of Preferred Shares by the Fund would reduce
the leverage applicable to Common Shares, while any resale of such shares by the Fund would increase such leverage. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>SENIOR SECURITIES REPRESENTING INDEBTEDNESS
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund&#146;s Declaration of Trust authorizes the Fund, without approval of the Common Shareholders, to borrow money. In this connection, the Fund
may issue notes or other evidence of indebtedness (including bank borrowings or commercial paper) and may secure any such debt by mortgaging, pledging or otherwise subjecting as security the Fund&#146;s assets. Under the requirements of the 1940
Act, the Fund, immediately after issuing any such senior securities debt, must have an &#147;asset coverage&#148; of at least 300%. With respect to any such debt, asset coverage means the ratio which the value of the total assets of the Fund, less
all liabilities and indebtedness not represented by senior securities (as defined in the 1940 Act), bears to the aggregate amount of such borrowing represented by senior securities issued by the Fund. Certain types of debt may result in the Fund
being subject to certain restrictions imposed by guidelines of one or more rating agencies which may issue ratings for commercial paper or notes issued by the Fund. Such restrictions may be more stringent than those imposed by the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The rights of lenders to the Fund to receive interest on and repayment of principal of any such debt will be senior to those of the Common Shareholders, and
the terms of any such debt may contain provisions which limit certain activities of the Fund, including the payment of dividends to Common Shareholders in certain circumstances. Further, the 1940 Act does (in certain circumstances) grant to the
lenders to the Fund certain voting rights in the event of default in the payment of interest on or repayment of principal. Any debt will likely be ranked senior or equal to all other existing and future debt of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Should the Fund have outstanding any &#147;senior securities representing indebtedness,&#148; the Fund may not purchase, redeem or acquire any of its Common
Shares or Preferred Shares unless at the time of such purchase, redemption, or acquisition, the asset coverage of such senior securities representing </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>107 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Description of shares and debt </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">indebtedness pursuant to the 1940 Act (determined after deducting the acquisition price of such Common or Preferred Shares) is at least 300%. Additionally, the
Fund will generally not be permitted to declare dividends or other distributions on its Common Shares unless, at the time of such declaration or distribution, the asset coverage applicable to such senior securities representing indebtedness pursuant
to the 1940 Act (determined after deducting the dividend or distribution amount) is at least 300%. Further, the 1940 Act (in certain circumstances) grants to the holders of such senior securities representing indebtedness (1) the right to declare a
default, and (2) certain voting rights, in the event that specified asset coverage levels on such senior debt securities are not maintained. Specifically, in accordance with Section 18 of the 1940 Act, it shall be deemed an event of default if the
asset coverage of such senior debt securities falls below 100% on the last business day of each month for 24 consecutive calendar months. In addition, senior debt security holders will be permitted to elect at least a majority of the Fund&#146;s
trustees if the asset coverage of such senior debt securities falls below 100% on the last business day of each month for a 12 calendar month period. These voting rights will continue until such asset coverage equals at least 110% on the last
business day of each month for three consecutive calendar months. The provisions described in this paragraph do not apply, however, to bank or other privately arranged debt that is not intended to be publicly distributed. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Inter-fund borrowing and lending </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I></I>The SEC has granted
an exemptive order permitting the Nuveen registered open-end and closed-end funds, including the Fund, to participate in an inter-fund lending facility whereby those funds may directly lend to and borrow money from each other for temporary purposes
(<I>e.g.</I>, to satisfy redemption requests or when a sale of securities &#147;fails,&#148; resulting in an unanticipated cash shortfall) (the &#147;Inter-Fund Program&#148;). The closed-end Nuveen funds will participate only as lenders, and not as
borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no
fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2)&nbsp;no fund may borrow on an
unsecured basis through the Inter-Fund Program unless the fund&#146;s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured
borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund&#146;s
total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its
aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund&#146;s inter-fund loans to any one fund shall not exceed 5% of the lending fund&#146;s net assets; (6) the duration of
inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business days&#146; notice by a lending fund and may be repaid on
any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund&#146;s investment objective and investment policies. The Board of
Trustees of the Nuveen Funds is responsible for overseeing the Inter-Fund Program. The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated
with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day&#146;s notice
or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>108 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Description of shares and debt </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
</P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_15"></A>Certain provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-laws</FONT> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>General </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The By-laws of the Fund provide that by becoming a
shareholder of the Fund, each shareholder shall be deemed to have agreed to be bound by the terms of the Declaration of Trust and By-laws. However, neither the Declaration of Trust nor the By-laws purport to require the waiver of a
shareholder&#146;s rights under the federal securities laws. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Shareholder and trustee liability </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the Fund&#146;s obligations. However, the Declaration
of Trust contains an express disclaimer of shareholder liability for the Fund&#146;s debts or obligations and requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or executed by the Fund or
the trustees. The Declaration of Trust further provides for indemnification out of the Fund&#146;s assets and property for all loss and expense of any shareholder held personally liable for the Fund&#146;s obligations. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations. The Fund believes that the likelihood of such circumstances is remote. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust provides that the Fund&#146;s obligations are not binding upon the Fund&#146;s trustees individually, but only upon the Fund&#146;s
assets and property, and that the trustees shall not be liable for errors of judgment or mistakes of fact or law. Nothing in the Declaration of Trust, however, protects a trustee against any liability to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. </P>  <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Anti-takeover
provisions </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust and By-laws include provisions that could limit the ability of other entities or persons to acquire control of the
Fund or to convert the Fund to open-end status. The By-laws require the Board of Trustees be divided into three classes with staggered terms. See &#147;Management of the Fund&#148; in the SAI. This provision of the By-laws could delay for up to two
years the replacement of a majority of the Board of Trustees. If Preferred Shares are issued, holders of Preferred Shares, voting as a separate class, will be entitled to elect two of the Fund&#146;s trustees. In addition, the Declaration of Trust
requires a vote by holders of at least two-thirds of the Common Shares and, if issued, Preferred Shares, voting together as a single class, except as described below, to authorize (1)&nbsp;a conversion of the Fund from a closed-end to an open-end
investment company, (2)&nbsp;a merger or consolidation of the Fund, or a series or class of the Fund, with any corporation, association, trust or other organization or a reorganization of the Fund, or a series or class of the Fund, (3)&nbsp;a sale,
lease or transfer of all or substantially all of the Fund&#146;s assets (other than in the regular course of the Fund&#146;s investment activities), (4)&nbsp;in certain circumstances, a termination of the Fund, or a series or class of the Fund or
(5)&nbsp;a removal of trustees by shareholders, and then only for cause, unless, with respect to (1)&nbsp;through (4), such transaction has already been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in
accordance with the Declaration of Trust or the By-laws, in which case the affirmative vote of the </P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>109 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Certain provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-laws</FONT> </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">holders of at least a majority of the Fund&#146;s Common Shares and, if issued, Preferred Shares outstanding at the time, voting together as a single class,
would be required; provided, however, that where only a particular class or series is affected (or, in the case of removing a trustee, when the trustee has been elected by only one class), only the required vote by the applicable class or series
will be required. However, approval of shareholders would not be required for any transaction, whether deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares in connection with the acquisition of assets (including
those subject to liabilities) from any other investment company or similar entity. In the case of the conversion of the Fund to an open-end investment company, or in the case of any of the foregoing transactions constituting a plan of reorganization
that adversely affects the holders of any outstanding Preferred Shares, the action in question also would require the affirmative vote of the holders of at least two-thirds of the Preferred Shares outstanding at the time, voting as a separate class,
unless such transaction has already been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the affirmative vote of the holders of at least
a majority of the Fund&#146;s Preferred Shares outstanding at the time would be required. None of the foregoing provisions may be amended except by the vote of at least two-thirds of the Common Shares and preferred shares voting together as a single
class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment company or to approve transactions constituting a plan of reorganization which adversely affects the holders of preferred shares are higher
than those required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration of Trust relating to such higher votes are in the best interest of the Fund and its shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The By-laws of the Fund provide that a shareholder who obtains beneficial ownership of common shares in a &#147;Control Share Acquisition&#148; shall have the
same voting rights as other holders of Common Shares only to the extent authorized by shareholders. Such authorization shall require the affirmative vote of the holders of a majority (more than 50%) of the shares of the Fund entitled to vote in the
election of trustees excluding interested shares. Interested shares include shares held by Fund officers and any person who has acquired Common Shares in a Control Share Acquisition (the &#147;Control Share Provisions&#148;). The By-laws define a
&#147;Control Share Acquisition,&#148; subject to various conditions and exceptions, generally to mean an acquisition of Common Shares that would give the beneficial owner, upon the acquisition of such shares, the ability to exercise voting power,
but for the Control Share Provisions, in the election of trustees in any one of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less than one-third of all voting power; (iii)
one-third or more, but less than a majority of all voting power; or (iv) a majority or more of all voting power. For this purpose, all Common Shares acquired by a person within ninety days before or after the date on which such person acquires
shares that result in a Control Share Acquisition, and all Common Shares acquired by such person pursuant to a plan to make a Control Share Acquisition, shall be deemed to have been acquired in the same Control Share Acquisition. Subject to various
conditions and procedural requirements, including the delivery of a &#147;Control Share Acquisition Statement&#148; to the Fund setting forth certain required information, a shareholder who obtains or proposes to obtain beneficial ownership of
common shares in a Control Share Acquisition generally may request a vote of shareholders to approve the authorization of voting rights of such shareholder with respect to such shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The provisions of the Declaration of Trust and By-laws described above could have the effect of depriving the Common Shareholders of opportunities to sell
their Common Shares at a premium over the then current market price of the Common Shares by discouraging a third party from seeking to obtain control of the Fund in a tender offer or similar transaction. The overall effect of these provisions is to
render more difficult the accomplishment of a merger or the assumption of control by a third party. They provide, however, the advantage of potentially requiring persons seeking control of the Fund to negotiate
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>110 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Certain provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-laws</FONT> </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">with its management regarding the price to be paid and facilitating the continuity of the Fund&#146;s investment objective and policies. The Fund&#146;s Board
of Trustees has considered the foregoing anti-takeover provisions and concluded that they are in the best interests of the Fund and its Common Shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Term </B></P>  <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust provides that the Fund will
have a limited period of existence and will terminate as of the Stated Termination Date; provided that the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, extend the Fund&#146;s term for up to
two one year periods; furthermore, notwithstanding the foregoing, if the Board of Trustees determines to cause the Fund to conduct an Eligible Tender Offer, and the Eligible Tender Offer is completed, the Board of Trustees may, in its sole
discretion and without any action by the shareholders of the Fund, provide that the Fund may continue without limitation of time, subject to the terms and conditions described herein. Unless the Fund&#146;s existence is continued without limitation
of time as described herein on or before the Termination Date, the Fund will cease its investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and, on or after the Termination
Date, the Fund will distribute all of its liquidated net assets to Common Shareholders of record in one or more distributions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust
provides that the Fund, or any class or series thereof, may be terminated at any time by the Board of Trustees by notice to the shareholders without a vote of the shareholders of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust provides that an Eligible Tender Offer is a tender offer by the Fund to all holders of outstanding common shares as of a date within
18 months preceding the Termination Date. If the tender offer is completed, Common Shareholders who properly tender Common Shares in the Eligible Tender Offer will receive a purchase price equal to the NAV per share on the expiration date of the
Eligible Tender Offer. The Declaration of Trust provides that, if the number of properly tendered Common Shares would result in the Fund exceeding the Termination Threshold, then the Board of Trustees may determine to provide that the Fund may
continue without limitation of time. The Declaration of Trust provides that if net assets of the Fund would be less than the Termination Threshold following the completion of the Eligible Tender Offer, the tender offer will not be completed, no
Common Shares will be purchased and the Fund will terminate as of the Termination Date. </P>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Procedural requirements on derivative actions, exclusive jurisdiction
and jury trial waiver </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The By-laws of the Fund, dated as of October 5, 2020 and effective with respect to the Fund as of December 3, 2020, contain
certain provisions affecting potential shareholder claims against the Fund, including procedural requirements for derivative actions, an exclusive forum provision, and the waiver of shareholder rights to a jury trial. Massachusetts is considered a
&#147;universal demand&#148; sate, meaning that under Massachusetts corporate law a shareholder must make a demand on the company before bringing a derivative action (<I>i.e.</I>, a lawsuit brought by a shareholder on behalf of the
company).&nbsp;The By-laws of the Fund, dated as of October 5, 2020 and effective with respect to the Fund as of December 3, 2020, provide detailed procedures for the bringing of derivative actions by shareholders (the &#147;Demand By-law&#148;)
which are modeled on the substantive provisions of the Massachusetts corporate law derivative demand statute. The Demand By-law is intended to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that
can be caused to the Fund or its shareholders as a result of spurious shareholder demands and derivative actions. Among other things, the Demand By-law: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">provides that before bringing a derivative action, a shareholder must make a written demand to the Fund;
</P></TD></TR></TABLE>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>111 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Certain provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-laws</FONT> </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">establishes a 90 day review period, subject to extension in certain circumstances, for the Board of Trustees to
evaluate the shareholder&#146;s demand; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">establishes a mechanism for the Board of Trustees to submit the question of whether to maintain a derivative
action to a vote of shareholders; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">provides that if the Fund does not notify the requesting shareholder of the rejection of the demand within the
applicable review period, the shareholder may commence a derivative action; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">establishes bases upon which a trustee will not be considered to be not independent for purposes of evaluating a
derivative demand; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">provides that if the trustees who are independent for purposes of considering a shareholder demand determine in
good faith within the applicable review period that the maintenance of a derivative action is not in the best interest of the Fund, the shareholder shall not be permitted to maintain a derivative action unless he or she first sustains the burden of
proof to the court that the decision of the trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Fund. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Demand By-law may be more restrictive than procedures for bringing derivative suits applicable to other investment companies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The By-laws also require that actions by shareholders against the Fund, except for actions under the U.S. federal securities laws, be brought only in a
certain federal court in Massachusetts, or if not permitted to be brought in federal court, then in the Business Litigation Session of the Massachusetts Superior Court in Suffolk County (the &#147;Exclusive Jurisdictions&#148;), and that the right
to jury trial be waived to the fullest extent permitted by law. Other investment companies may not be subject to similar restrictions. The designation of Exclusive Jurisdictions may make it more expensive for a shareholder to bring a suit than if
the shareholder were permitted to select another jurisdiction. Also, the designation of Exclusive Jurisdictions and the waiver of jury trials limit a shareholder&#146;s ability to litigate a claim in the jurisdiction and in a manner that may be more
favorable to the shareholder. It is possible that a court may choose not to enforce these provisions of the Fund&#146;s By-laws. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Preemptive rights </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Declaration of Trust provides that Common Shareholders shall have no right to acquire, purchase or subscribe for any shares or investments of the Fund,
other than such right, if any, as the Fund&#146;s Board of Trustees in its discretion may determine. As of the date of this prospectus, no preemptive rights have been granted by the Board of Trustees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reference should be made to the Declaration of Trust and By-laws on file with the SEC for the full text of these provisions. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_16"></A><FONT STYLE="white-space:nowrap">Repurchase&nbsp;of&nbsp;Common&nbsp;Shares;&nbsp;conversion&nbsp;to&nbsp;open-end&nbsp;fund</FONT> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund is a closed-end investment company and as such its shareholders will not have the right to cause the Fund to redeem their shares. Instead, the Common
Shares will trade in the open market at a price that will be a function of several factors, including dividend levels (which are in turn affected by expenses), NAV, dividend stability, relative demand for and supply of such shares in the market,
general market and economic circumstances and other factors. Because shares of closed-end investment companies frequently may trade at prices lower than NAV the Fund&#146;s Board of Trustees has currently
</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>112 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B><FONT STYLE="white-space:nowrap">Repurchase&nbsp;of&nbsp;Common&nbsp;Shares;&nbsp;conversion&nbsp;to&nbsp;open-end&nbsp;fund</FONT> </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from NAV in respect of Common
Shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment company. The Fund cannot assure you
that its Board of Trustees will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If
the Fund converted to an open-end investment company, the Common Shares would no longer be listed on the NYSE or elsewhere and it would likely have to significantly reduce any leverage it is then employing, which may require a repositioning of its
investment portfolio, which may in turn generate substantial transaction costs, which would be borne by Common Shareholders, and may adversely affect Fund performance and Fund distributions. In contrast to a closed-end investment company,
shareholders of an open-end investment company may require the company to redeem their shares at any time (except in certain circumstances as authorized by the 1940 Act or the rules thereunder) at their NAV, less any redemption charge that is in
effect at the time of redemption. The Fund currently expects that any such redemptions would be made in cash. The Fund may charge sales or redemption fees upon conversion to an open-end fund. In order to avoid maintaining large cash positions or
liquidating favorable investments to meet redemptions, open-end investment companies typically engage in a continuous offering of their shares. Open-end investment companies are thus subject to periodic asset in-flows and out-flows that can
complicate portfolio management. The Board of Trustees may at any time propose conversion of the Fund to an open-end investment company depending upon its judgment as to the advisability of such action in light of circumstances then prevailing. See
&#147;Repurchase of Common Shares; Conversion to Open-End Fund&#148; in the SAI for a discussion of the voting requirements applicable to the conversion of the Fund to an open-end investment company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Before deciding whether to take any action if the Common Shares trade below NAV, the Board of Trustees would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund&#146;s portfolio, the impact of any action that might be taken on the Fund or its shareholders, and market considerations. Based on these considerations, even if the Fund&#146;s shares
should trade at a discount, the Board of Trustees may determine that, in the interest of the Fund and its shareholders, no action should be taken. See &#147;Repurchase of Common Shares; Conversion to Open-End Fund&#148; in the SAI for a further
discussion of possible action to reduce or eliminate such discount to NAV. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_17"></A>Tax matters </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following discussion of U.S. federal income tax matters is based on the advice of Stradley Ronon Stevens &amp; Young, LLP, counsel to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The discussions below and certain disclosure in the SAI provide general U.S. federal income tax information related to an investment in the Common Shares.
Because tax laws are complex and often change, you should consult your tax advisor about the tax consequences of an investment in the Fund. The following tax discussion assumes that you are a U.S. Common Shareholder (as defined under &#147;Tax
Matters&#148; in the SAI) and that you hold the Common Shares as a capital asset (generally, property held for investment). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Prospective investors should
consult their own tax advisers with regard to the U.S. federal tax consequences of the purchase, ownership, and disposition of Common Shares, as well as the tax consequences arising under the laws of any state, local, foreign, or other taxing
jurisdiction. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>113 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Tax matters </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The discussion below does not represent a detailed description of the U.S. federal income tax considerations relevant to special classes of taxpayers
including, without limitation, financial institutions, insurance companies, taxpayers subject to the alternative minimum tax, a partnership or other entity treated as a pass-through entity for U.S. federal income tax purposes, U.S. Common
Shareholders whose &#147;functional currency&#148; is not the U.S. dollar, tax-exempt organizations, a controlled foreign corporation or a passive foreign investment company, dealers in securities or currencies, traders in securities or commodities
that elect mark-to-market treatment, or persons that will hold Common Shares as a position in a &#147;straddle,&#148; &#147;hedge&#148; or as part of a &#147;constructive sale&#148; for U.S. federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds Common Shares, the tax treatment of a partner in the
partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships that hold Common Shares should consult their tax advisors about the U.S. federal income tax considerations to their partners of the
purchase, ownership and disposition of Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund intends to elect to be treated and to qualify each year as a RIC under Subchapter M of the
Code. In order to qualify as a RIC, the Fund must satisfy certain requirements regarding the sources of its income, the diversification of its assets and the distribution of its income. As a RIC, the Fund is not expected to be subject to U.S.
federal income tax on the portion of its investment company taxable income and net recognized capital gains that it distributes to Common Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Although the Fund primarily invests in securities whose income is subject to U.S. federal income tax, the Fund also will invest in tax-exempt municipal
securities as described above. Although the Fund anticipates investing a portion of its assets in municipal securities, the Fund will not satisfy the requirements of the Code to pay exempt-interest dividends to you. Exempt-interest dividends
distributed by the Fund generally would be excluded from gross income for U.S. federal income tax purposes. To be eligible to pay exempt interest dividends the Fund would need to satisfy a number of requirements including that at least 50 percent of
the value of the Fund&#146;s total assets, at the close of each quarter of its taxable year, must consist of qualifying tax-exempt municipal securities. The Fund does not expect to satisfy this requirement. Thus, substantially all of the Fund&#146;s
dividends paid to you will be taxable dividends. Additionally, because of the Fund&#146;s investment objective, it generally does not expect to distribute dividends eligible for qualified dividend income treatment or the dividends received
deduction. In addition to ordinary dividends, the Fund also may distribute to its Common Shareholders amounts that are treated as long-term capital gain. Taxable distributions are taxable whether or not such distributions are received in cash or
reinvested in the Fund. Capital gain distributions are generally taxable at rates applicable to long-term capital gains regardless of how long a Common Shareholder has held his or her Common Shares. Long-term capital gains for noncorporate
shareholders are currently taxable at a maximum rate of 20%. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a RIC, the Fund will not be subject to U.S. federal income tax in any taxable year on
income or gains that it timely distributes to shareholders. As described in &#147;Distributions&#148; above, the Fund may retain for investment a portion of its net investment income and some (or all) of its net capital gain. If the Fund retains any
net capital gain or investment company taxable income, it generally will be subject to tax at the regular corporate income tax rate on the amount retained. If the Fund retains any net capital gain, it may report the retained amount as undistributed
capital gains as part of its annual reporting to its shareholders who (i)&nbsp;will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii)&nbsp;will be
entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>114 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Tax matters </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">income tax liabilities, if any; and (iii)&nbsp;will be entitled to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax
purposes, the tax basis of Common Shares owned by a Common Shareholder will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder&#146;s gross income and the tax deemed paid
by the Common Shareholder under clause (ii)&nbsp;of the preceding sentence. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dividends and other taxable distributions declared by the Fund in October,
November or December to shareholders of record on a specified date in such month and paid during the following January will be treated as having been received by shareholders in the year the distributions were declared. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each Common Shareholder will receive an annual statement summarizing the shareholder&#146;s dividend and capital gains distributions (including net capital
gains credited to the Common Shareholder but retained by the Fund) after the close of the Fund&#146;s taxable year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The sale or exchange of Common
Shares, including in connection with the Fund&#146;s final distribution to shareholders on or about the Termination Date, normally will result in capital gain or loss to Common Shareholders in an amount equal to the difference between the U.S.
Common Shareholder&#146;s adjusted tax basis in the shares and the amount realized from the sale or other disposition. Generally a shareholder&#146;s gain or loss will be long-term capital gain or loss if the Common Shares have been held for more
than one year. Present law taxes both long-term and short-term capital gains of corporations at the same rates applicable to ordinary income. For non-corporate taxpayers, however, long-term capital gains are currently taxed at a maximum rate of 20%,
while short-term capital gains and other ordinary income are currently taxed at ordinary income rates. If a Common Shareholder sells or otherwise disposes of Common Shares before holding them for more than six months, any loss on the sale or
disposition will be treated as a long-term capital loss to the extent of any net capital gains distributed to the Common Shareholder (including any net capital gains credited to them but retained by the Fund). Any loss realized on a sale or exchange
of Common Shares will be disallowed to the extent those Common Shares are replaced by other substantially identical shares within a period of 61 days beginning 30&nbsp;days before and ending 30 days after the date of disposition of the original
Common Shares. In that event, the basis of the replacement shares will be adjusted to reflect the disallowed loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund invests in the Subsidiary in
order to gain exposure to Regulation S securities that are not freely tradable in the U.S. The Fund intends for the Subsidiary to be treated as a disregarded entity for U.S. federal income tax purposes. As such, the Fund intends for the Subsidiary
to be disregarded as an entity separate from its sole shareholder, the Fund, and assuming that the Subsidiary is a disregarded entity, the income, gains, losses, deductions and credits of the Subsidiary will be reported by the Fund as such items are
realized. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may be subject to foreign taxes, which could reduce the amount of its distributions. If more than 50% of the Fund&#146;s assets are
invested in foreign securities at the end of a year, the Fund will be eligible to make an election permitting shareholders to claim a credit or deduction for their pro rata share of foreign taxes paid by the Fund. If it makes this election, the Fund
may report more taxable income to Common Shareholders than it actually distributes. There can be no assurance that the Fund will be eligible to pass through foreign tax credits in any given year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may be required to &#147;backup&#148; withhold U.S. federal income tax at the current rate of 24% of all taxable distributions payable to Common
Shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or if the Common Shareholders have been notified by the Internal Revenue Service (&#147;IRS&#148;) that they are subject
to backup </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>115 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Tax matters </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts
withheld may be credited against a shareholder&#146;s U.S. federal income tax liability provided the required information is timely furnished to the IRS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund may invest in other securities the U.S. federal income tax treatment of which is uncertain or subject to re-characterization by the IRS. To the
extent the tax treatment of such securities or their income differs from the tax treatment expected by the Fund, it could affect the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or
otherwise change its portfolio, in order to comply with the tax rules applicable to RICs under the Code. Common Shareholders may be subject to state, local and foreign taxes on their Fund distributions. Shareholders are advised to consult their own
tax advisers with respect to the particular consequences to them of an investment in the Fund. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>116 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>&nbsp;&nbsp;</B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_18"></A>Underwriting </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The underwriters named below
(the &#147;Underwriters&#148;), acting through &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; as
their representatives (the &#147;Representatives&#148;), have severally agreed, subject to the terms and conditions of an underwriting agreement with the Fund, Nuveen Fund Advisors and the Nuveen Asset Management (the &#147;Underwriting
Agreement&#148;), to purchase from the Fund the number of Common Shares set forth opposite their respective names. The Underwriters are committed to purchase and pay for all such Common Shares (other than those covered by the over-allotment option
described below) if any are purchased. </P>  <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">


<TR>

<TD WIDTH="84%"></TD>

<TD VALIGN="bottom" WIDTH="16%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Underwriter</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000"><B>Number&nbsp;of<BR>Common&nbsp;Shares</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">[Underwriters]</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an Underwriter fails to purchase the Common Shares it has agreed to purchase, the Underwriting Agreement provides that
one or more substitute underwriters may be found, the purchase commitments of the remaining Underwriters may be increased or the Underwriting Agreement may be terminated. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund has granted to the Underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Common<B> </B>Shares to cover over-allotments, if any, at the initial offering price. The Underwriters may exercise such option solely for the purpose of covering
over-allotments incurred in the sale of the Common Shares offered hereby. To the extent that the Underwriters exercise this option, each of the Underwriters will have a firm commitment, subject to certain conditions, to purchase an additional number
of Common Shares proportionate to such Underwriter&#146;s initial commitment. </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>117 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Underwriting </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Common Shares included in this offering are subject to approval of
certain legal matters by counsel and certain other conditions. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investors purchasing Common Shares in this offering will not be charged a sales load.
Nuveen Fund Advisors (and not the Fund) has agreed to pay, from its own assets, compensation of up to $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per Common Share to the Underwriters in connection with the offering, which aggregate amount will
not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the total public offering price of the Common Shares sold in this offering. See &#147;&#151;Additional Compensation to be Paid by Nuveen Fund Advisors,&#148; below. The Representatives
have advised the Fund that the Underwriters may pay up to $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per Common Share from such compensation to selected dealers who sell the Common Shares and that such dealers may reallow a concession of up
to $<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </B>per Share to certain other dealers who sell Common Shares. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investors must pay for any
Common Shares purchased on or before &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund
Advisors (and not the Fund) will pay all organizational expenses of the Fund and all offering costs associated with this offering. The Fund is not obligated to repay any such organizational expenses or offering costs paid by Nuveen Fund Advisors.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors has agreed to pay expenses related to the reasonable fees and disbursements of counsel to the Underwriters in connection with the
review by the Financial Industry Regulatory Authority, Inc. (&#147;FINRA&#148;) of the terms of the sale of the Common Shares, in an amount not to exceed
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, and the filing fees incident to the filing of this offering with FINRA. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Prior to this offering, there has been no public or private market for the Common Shares or any other securities of the Fund. Consequently, the offering price
for the Common Shares was determined by negotiation among the Fund and the Representatives. There can be no assurance, however, that the price at which the Common Shares sell after this offering will not be lower than the price at which they are
sold by the Underwriters or that an active trading market in the Common Shares will develop and continue after this offering. The Fund&#146;s Common Shares are expected to be listed on the NYSE under the trading or &#147;ticker&#148; symbol
&#147;NPCT,&#148; subject to notice of issuance. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the requirements for listing the Common Shares on the NYSE, the Underwriters
have undertaken to sell lots of 100 or more Common Shares to a minimum of 400 beneficial owners in the United States. The minimum investment requirement is 100 Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund, Nuveen Fund Advisors and Nuveen Asset Management have each agreed to indemnify the several Underwriters for or to contribute to the losses arising
out of certain liabilities, including liabilities under the 1933 Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities, except in the cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of applicable obligations and duties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund has agreed not to offer, sell or register with the SEC any additional equity securities
of the Fund, other than issuances (1)&nbsp;of Common Shares hereby, (2)&nbsp;of preferred shares or (3)&nbsp;pursuant to the Fund&#146;s dividend reinvestment plan, for a period of 180 days after the date of the Underwriting Agreement without the
prior written consent of the Representatives. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain employees of Nuveen Fund Advisors, Nuveen Asset Management and their affiliates, who have
indicated an interest in purchasing Common Shares in this offering have agreed that for a period of 180&nbsp;days from the date of this prospectus, such party will not, without the prior written consent of the
</P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>118 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Underwriting </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Representatives, on behalf of the Underwriters, offer, pledge, sell, contract to sell or otherwise dispose of or agree to sell or otherwise dispose of,
directly or indirectly, or hedge any Common Shares or any securities convertible into or exchangeable for Common Shares, provided, however, that in such party may sell or otherwise dispose of Common Shares pursuant to certain limited exceptions. The
Representatives in their sole discretion may release any of the securities subject to these <FONT STYLE="white-space:nowrap">lock-up</FONT> agreements at any time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with this offering, the Underwriters may purchase and sell Common Shares in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions created in connection with this offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market
price of the Common Shares and syndicate short positions involve the sale by the Underwriters of a greater number of Common Shares than they are required to purchase from the Fund in this offering. The Underwriters also may impose a penalty bid,
whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Common Shares sold in this offering for their account may be reclaimed by the syndicate if such Common Shares are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Common Shares, which may be higher than the price that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time without notice. These transactions may be effected on the NYSE or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the offering,
certain of the Underwriters or selected dealers may distribute prospectuses electronically. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Fund anticipates that from time to time certain of the
Underwriters may act as brokers or dealers in&nbsp;connection with the execution of the Fund&#146;s portfolio transactions after they have ceased to be Underwriters and, subject to certain restrictions, may act as brokers while they are
Underwriters. Certain Underwriters have performed investment banking and advisory services for Nuveen Fund Advisors and its affiliates from time to time, for which they have received customary fees and expenses. Certain Underwriters may, from time
to time, engage in transactions with or perform services for Nuveen Fund Advisors and its affiliates in the ordinary course of business. </P>   <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><B>ADDITIONAL
COMPENSATION TO BE PAID BY NUVEEN FUND ADVISORS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors (and not the Fund) has agreed to pay from its own assets, underwriting
compensation of up to $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;per Common Share to the Underwriters in connection with the offering, which aggregate amount will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the total
public offering price of the Common Shares sold in this offering. Such per share underwriting compensation payable by Nuveen Fund Advisors may be reduced with respect to the purchase of Common Shares by certain types of investors, including
employees of Nuveen Fund Advisors and its affiliates or strategic partners; individuals purchasing Common Shares through certain types of <FONT STYLE="white-space:nowrap">fee-based</FONT> advisory accounts; and individuals purchasing Common Shares
through accounts with certain registered investment advisors. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Fund Advisors (and not the Fund) has also agreed to pay, from its own assets, to
each of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a fee for advice relating to the structure, design and organization of the Fund as well as for services related to the sale and distribution of the
Fund&#146;s Common Shares in the amount of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and
$<B>&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B>, respectively. If the over-allotment option is not exercised, the structuring fee paid to each of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, respectively, of the total public offering price of the Common Shares sold in this offering.
</P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="right"><B>119 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Underwriting </B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, Nuveen Fund Advisors (and not the Fund) may pay, from its own assets, certain other qualifying underwriters a structuring fee, sales incentive
fee or other additional compensation in connection with the offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The sum of all compensation to the Underwriters in connection with this public
offering of Common Shares, including the underwriting compensation payable by Nuveen Fund Advisor, the structuring fees, all forms of additional payments to the Underwriters and certain other expenses will not exceed
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the total public offering price of the Common Shares sold in this offering. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_19"></A>Custodian and transfer agent </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The custodian of
the Fund&#146;s assets and the Subsidiary&#146;s assets is State Street Bank and Trust Company (the &#147;Custodian&#148;), One Lincoln Street, Boston, Massachusetts 02111. The Custodian performs custodial, fund accounting and portfolio accounting
services. The Fund&#146;s transfer, shareholders services and dividend paying agent is Computershare Inc. and Computershare Trust Company, N.A. Computershare is located at 150&nbsp;Royall Street, Canton, Massachusetts 02021. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:16pt; font-family:ARIAL"><A NAME="toc47790_20"></A>Legal opinions and experts </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain legal
matters in connection with the Common Shares will be passed upon for the Fund by Stradley Ronon Stevens &amp; Young, LLP, Chicago, Illinois. Skadden, Arps, Slate, Meagher &amp; Flom LLP, Chicago, Illinois, advised the Underwriters in connection with
the offering of the Common Shares. Stradley Ronon Stevens &amp; Young, LLP may rely as to certain matters of Massachusetts law on the opinion of Morgan, Lewis &amp; Bockius LLP, Boston, Massachusetts. PricewaterhouseCoopers LLP, an independent
registered public accounting firm, provides auditing services to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Note: The Fund or securities referred to herein are not sponsored,
endorsed, issued, sold or promoted by MSCI, and MSCI bears no liability with respect to such Fund or securities or any index on which such Fund or securities are based. The Prospectus contains a more detailed description of the limited relationship
MSCI has with the Fund and any related funds.</I> </P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><B>120 </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>&nbsp;&nbsp;</B></P>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="font-size:0pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="font-size:120pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="font-size:120pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="font-size:0pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g47790g58b43.jpg" ALT="LOGO">
 </P> <P STYLE="font-size:120pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="font-size:120pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="right"><B>LPR-NPCT-0421D </B></P>  <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:0.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2" COLOR="#de1a1e"><B>The information in this Statement of Additional Information is not complete and may be
changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer and sale is not permitted. </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2" COLOR="#de1a1e"><B>SUBJECT TO COMPLETION, DATED MARCH &nbsp;&nbsp;&nbsp;&nbsp;, 2021 </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>NUVEEN CORE PLUS IMPACT FUND </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>STATEMENT OF ADDITIONAL INFORMATION </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Core Plus Impact Fund (the
&#147;Fund&#148;) is a newly organized, diversified, closed-end management investment company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This Statement of Additional
Information (&#147;SAI&#148;) relating to common shares of the Fund (&#147;Common Shares&#148;) does not constitute a prospectus, but should be read in conjunction with the Fund&#146;s prospectus relating thereto dated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021
(the &#147;Prospectus&#148;). In this SAI, holders of Common Shares are referred to as &#147;Common Shareholders.&#148; This SAI does not include all information that a prospective investor should consider before purchasing Common Shares. Investors
should obtain and read the Prospectus prior to purchasing such shares. A copy of the Prospectus, annual and semi-annual reports (when available) and additional information about the Fund may be obtained without charge by calling (800)&nbsp;257-8787,
by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois, 60606 or from the Fund&#146;s website (http://www.nuveen.com). The information contained in, or that can be accessed through, the Fund&#146;s website is not part of the Prospectus
or this SAI. You may also obtain a copy of the Fund&#146;s Prospectus on the Securities and Exchange Commission&#146;s website (http://www.sec.gov). Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the
Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION </B></FONT></P>
<P STYLE="font-size:30px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="95%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_1">Investment Objective and Policies</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">2</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_2">Leverage</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">8</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_3">Investment Restrictions</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">11</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_4">Portfolio Composition and Other Information</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">13</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_5">Management of the Fund</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">37</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_6">Investment Adviser</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">59</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_7">Subadviser</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">60</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_9">Proxy Voting Policies and Procedures</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">64</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_10">Portfolio Transactions and Brokerage</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">64</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_11">Description of Shares and Debt </A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">66</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_13">Repurchase of Common Shares; Conversion to Open-End Fund</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">68</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_14">Tax Matters</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">70</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_15">Experts</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">78</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_16">Custodian and Transfer Agent</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">78</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_17">Additional Information</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">78</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_18">Report of Independent Registered Public Accounting Firm</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">79</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_19">Financial Statements</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">80</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:2.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_20">Appendix A&#151;Description of S&amp;P, Moody&#146;s and Fitch Ratings</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><FONT STYLE="white-space:nowrap">A-1</FONT></FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:2.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="#sai47790_21">Appendix B&#151;Nuveen Asset Management&#146;s Proxy Voting Policies and Procedures</A></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-1</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px; margin-left:2.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Appendix C&#151;Nuveen Fund Advisors&#146; Proxy Voting Policies and Procedures</FONT></P></TD>

<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">C-1</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">This Statement of Additional Information is dated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021
</FONT></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_1"></A><A NAME="tx47790_1"></A>INVESTMENT OBJECTIVE AND POLICIES
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s investment objective is to seek total return through high current income and capital appreciation, while
giving special consideration to certain impact and environmental, social and governance (&#147;ESG&#148;) criteria. There can be no assurance that the Fund will achieve its investment objective or that the Fund&#146;s investment strategies will be
successful. The Fund&#146;s investment objective may be changed by the Board of Trustees without shareholder approval. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Fund Strategies
</B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s portfolio will be actively managed and will seek to deliver a direct and measurable positive social and
environmental impact as well as ESG leadership. In selecting fixed-income investments, Nuveen Asset Management performs its own credit analysis, paying particular attention to economic trends and other market events. Subject to Nuveen&#146;s
proprietary public market impact framework criteria (the &#147;Impact Criteria&#148;) and Nuveen&#146;s ESG criteria described below, individual securities will be selected to construct a portfolio consistent with the Fund&#146;s investment
objective of total return through high current income and capital appreciation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition, the Fund&#146;s investment in
fixed-income investments of any type is subject to the Impact Criteria or Nuveen&#146;s ESG criteria. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>Impact Criteria
</I></B></FONT></P>  <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The fixed-income investments invested according to the Impact Criteria provide direct exposure to issuers and/or
individual projects with social or environmental benefits. The portion of the Fund invested in accordance with the Impact Criteria is not required to meet ESG criteria provided by a third party. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Impact Criteria are designed to identify investments that will generate positive, measurable social and environmental impact
alongside a financial return. These investments are intended to provide access to the following four social and environmental themes: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:13%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>(1) </B><B><I>Affordable Housing: </I></B>Investments that support the financing of low and moderate income housing loans, transit oriented development (<I>i.e.,</I> a mix of commercial, residential,
office and entertainment centered around or located near a transit station), walkable communities, or <FONT STYLE="white-space:nowrap">mixed-use</FONT> development projects. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:13%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>(2) </B><B><I>Community</I></B><B><I></I></B><B><I>&nbsp;&amp; Economic Development: </I></B>Investments that support financial services, hospital/ medical services, educational services, community
centers, reconstruction activities, urban revitalization, humanitarian, disaster, and international aid services, all of which are inclusive of underserved and/or economically disadvantaged communities. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; margin-left:13%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(3) </B><B><I>Renewable Energy</I></B><B><I></I></B><B><I>&nbsp;&amp; Climate Change: </I></B>Investments that finance new or expand
existing renewable energy projects (including hydroelectric, solar and wind), smart grid and other projects designed to make power generation and transmission systems more efficient, and other energy efficiency projects which seek to reduce
greenhouse gas emissions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:13%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(4) </B><B><I>Natural Resources: </I></B>Investments that support land conservation,
sustainable forestry and agriculture, remediation and redevelopment of polluted or contaminated sites, sustainable waste management projects, water infrastructure including improvement of clean drinking water supplies and/or sewer systems, and
sustainable building projects. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">2 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>ESG Criteria and Evaluation Process </I></B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen&#146;s ESG criteria are generally implemented based on data provided by independent research vendor(s). The Fund relies upon ESG
ratings, controversy scores and controversial business indicators from such vendor(s), and applies internal, proprietary thresholds to those data points to create the pool of eligible portfolio investments. The Fund has the right to change such
vendor(s) and to change the number of vendors providing ESG data at any time. In addition, the Fund considers Nuveen&#146;s internal, proprietary ESG ratings as an additional factor in security selection. In those limited cases where independent ESG
criteria are not available for certain types of investments or for certain issuers, these investments may nonetheless be eligible for investment by the Fund should they meet certain internal ESG criteria. Substantially all issuers, other than those
in which the Fund invests in accordance with the Impact Criteria described above, must meet or exceed minimum ESG performance standards to be eligible for investment by the Fund. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The corporate issuer evaluation process favors companies with leadership in ESG performance relative to their peers. Typically,
environmental assessment categories include climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities. Governance assessment
categories include corporate governance, business ethics and government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate to the environment,
customers, human rights and community, labor rights and supply chain, and governance) are other considerations. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ESG
evaluation process with respect to corporate issuers is conducted on an industry-specific basis and involves the identification of key performance indicators, which are given more or less relative weight compared to the broader range of potential
assessment categories. When ESG concerns exist, the evaluation process gives careful consideration to how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers. The Fund will
not generally invest in companies significantly involved in certain business activities including, but not limited to, the production of alcohol, tobacco, military weapons, firearms, nuclear power, thermal coal, and gambling products and services.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ESG evaluation process with respect to government issuers favors issuers with leadership in ESG performance relative to
all peers. Typically, environmental assessment categories include the issuer&#146;s ability to protect, harness, and supplement its natural resources, and to manage environmental vulnerabilities and externalities. Social assessment categories
include the issuer&#146;s ability to develop a healthy, productive, and stable workforce and knowledge capital, and to create a supportive economic environment. Governance assessment categories include the issuer&#146;s institutional capacity to
support long-term stability and well-functioning financial, judicial, and political systems, and capacity to address environmental and social risks. The government ESG evaluation process is conducted on a global basis and reflects how an
issuer&#146;s exposure to and management of ESG risk factors may affect the long-term sustainability of its economy. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>Other
Considerations and Investments </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">While the Fund will invest in issuers that meet the Impact Criteria or Nuveen&#146;s
ESG criteria, it is not required to invest in every issuer that meets these criteria. In addition, if an issuer meets certain ESG criteria but does not satisfy all ESG assessment categories it may not automatically be eliminated as an eligible
investment. The Impact Criteria, the ESG criteria and the resulting universe of eligible investments may be changed without the approval of the Fund&#146;s shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset Management seeks to ensure that the Fund&#146;s investments are consistent with its Impact Criteria and/or ESG criteria, but it cannot guarantee that this will always be the case for every
Fund investment. Consistent with its responsibilities, Nuveen Asset Management has the right to change the ESG vendor(s) at any time and to add to the number of vendors providing the universe of eligible companies. Investing on the basis of Impact
Criteria or ESG criteria is qualitative and subjective by nature, and there can be no assurance that the Impact Criteria utilized by Nuveen, the ESG criteria utilized by the Fund&#146; ESG vendor(s), or any judgment exercised by Nuveen Asset
Management will reflect the beliefs or values of any particular investor. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">3 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s investments will include investment grade and below investment grade
investments. Below investment grade investments (such investments are commonly referred to as &#147;high yield&#148; or &#147;junk&#148;) generally provide high income in an effort to compensate investors for their higher risk of default, which is
the failure to make required interest or principal payments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may also invest in certain asset-backed securities,
mortgage-backed securities and other securities that represent interests in assets such as pools of mortgage loans, automobile loans or credit card receivables. These securities are typically issued by legal entities established specifically to hold
assets and to issue debt obligations backed by those assets. Asset-backed or mortgage-backed securities are normally created or &#147;sponsored&#148; by banks or other institutions or by certain government-sponsored enterprises such as the Federal
National Mortgage Association (&#147;Fannie Mae&#148; or &#147;FNMA&#148;) or Federal Home Loan Mortgage Corporation (&#147;Freddie Mac&#148; or &#147;FHLMC&#148;). The Fund does not take into consideration whether the sponsor of an asset-backed
security in which it invests meets the Impact Criteria or the ESG criteria. That is because asset-backed securities represent interests in pools of loans, and not of the ongoing business enterprise of the sponsor. It is therefore possible that the
Fund could invest in an asset-backed or mortgage-backed security sponsored by a bank or other financial institution in which the Fund could not invest directly. However, the investments underlying an asset-backed or mortgage-backed security will
generally meet or exceed the Impact Criteria or Nuveen&#146;s ESG criteria. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Impact Criteria or Nuveen&#146;s ESG criteria
will apply to the Fund&#146;s investment exposure through derivatives and other instruments that have economic characteristics similar to the Fund&#146;s fixed-income investments. However, neither the Impact Criteria nor Nuveen&#146;s ESG criteria
will apply to the Fund&#146;s investments in derivatives used for hedging purposes. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund is not restricted from investing
in any investments issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund considers investments in these investments to be consistent with its investment and social objectives. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">There can be no assurance that the Fund&#146;s strategies will be successful. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Portfolio Contents </B></FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund generally invests in a portfolio of
fixed-income investments of any type, including asset-backed securities, corporate bonds, preferred securities, residential and commercial mortgage-backed securities, taxable and tax-exempt municipal bonds, senior loans and loan participations and
assignments, sovereign debt instruments, debt securities issued by supranational agencies, and U.S. government securities (securities issued or guaranteed by the U.S. government or its agencies or instrumentalities). </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s portfolio may contain restricted and illiquid investments (<I>i.e.</I>, investments that are not readily marketable),
including, but not limited to, restricted investments (investments the disposition of which is restricted under the federal securities laws), investments that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended
(&#147;1933 Act&#148;) that are deemed to be illiquid, and certain repurchase agreements. Restricted investments 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 1933 Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may also invest directly in Regulation S securities that are freely tradable in the U.S.
Regulation S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the Securities and Exchange Commission (&#147;SEC&#148;) pursuant to Regulation S of the 1933 Act.
Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in securities of other open-end or closed-end investment companies, including exchange-traded funds
(&#147;ETFs&#148;), that invest primarily in the types of investments in which the Fund may invest directly. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">4 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest without limitation in credit default swaps, and may enter into credit
default swaps as either a buyer or a seller. The credit default swaps in which the Fund may invest include credit default swap indices (&#147;CDX&#148;) and those in which the underlying reference instrument is the debt obligation of a single
reference issuer (&#147;single-name CDS&#148;). A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps on high-yield bonds. Certain CDX instruments are subject to mandatory central clearing and
exchange trading, which may reduce counterparty credit risk and increase liquidity compared to other credit default swaps or CDX transactions. Unlike other types of credit default swaps, single-name CDS do not have the benefit of diversification
across many issuers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition to credit default swaps, the Fund also may invest in certain derivative instruments in
pursuit of its investment objective. Such instruments include financial futures contracts and options thereon, forward contracts, swaps (with varying terms, including interest rate swaps), options on swaps and other fixed-income derivative
instruments. Nuveen Asset Management may use derivative instruments to attempt to hedge some of the risk of the Fund&#146;s investments, to limit exposure to losses due to changes to foreign currency exchange rates or as a substitute for a position
in the underlying asset. See &#147;Portfolio Composition and Other Information&#151;Derivatives&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The
Fund may also invest in other types of investments and debt instruments described in this SAI. See &#147;Portfolio Composition and Other Information&#148; below for additional information on the types of investments in which the Fund may invest.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Investment Policies </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Under normal circumstances: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in fixed-income investments of any type,
which are subject to the Impact Criteria or Nuveen&#146;s ESG criteria; </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest up to 50% of its Managed Assets (as defined below) in below investment grade investments (investments rated BB+/Ba1 or lower at the
time of investment or are unrated but judged by Nuveen Asset Management to be of comparable quality); </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest no more than 10% of its Managed Assets in investments rated CCC/Caa or lower at the time of investment (or are unrated but judged
by Nuveen Asset Management to be of comparable quality), including defaulted investments; </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest without limitation in investments of foreign issuers, with no more than 30% of its Managed Assets in investments of foreign issuers
that are located in emerging market countries; and </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest without limitation in restricted and illiquid investments (including Rule&nbsp;144A investments that may only be resold pursuant to
Rule 144A under the 1933 Act (&#147;Rule&nbsp;144A securities&#148;)). </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The foregoing policies apply only at
the time of any new investment. The Fund&#146;s policy to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in fixed-income investments of any type, which are subject to the Impact Criteria or
Nuveen&#146;s ESG criteria, may not be changed without 60 days&#146; prior written notice to shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#147;Managed
Assets&#148; means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the
Fund&#146;s use of leverage (whether or not those assets are reflected in the Fund&#146;s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">5 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset Management may determine that it is in the best interest of shareholders to
pursue a workout arrangement (<I>i.e.,</I> a privately negotiated, mutual agreement between the Fund and the issuer or another party) with respect to investments that are not in default or involved in bankruptcy or insolvency proceedings, which may
involve making loans to the issuer or another party, or purchasing an equity or other interest from the issuer or another party, or other related or similar steps involving the investment of additional monies. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">For purposes of the limitations on emerging market debt securities, the Fund will classify an issuer based on the issuer&#146;s country
of origin, generally as determined by an unaffiliated, recognized financial data provider. An issuer&#146;s country of origin is based on a number of criteria, such as the issuer&#146;s country of domicile or country in which the issuer conducts its
primary operations, the primary exchange on which its investments trade, the location from which the majority of the issuer&#146;s revenue comes, and the issuer&#146;s reporting currency. The Fund will classify an issuer of an investment as being an
emerging market issuer based on the determination of an unaffiliated, recognized financial data provider. The term &#147;emerging market&#148; describes any country or market that is generally considered to be emerging or developing by major
organizations in the international financial community, such as the International Finance Corporation, or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase &amp; Co., which compiles
several fixed-income emerging markets benchmarks; or other countries or markets with similar emerging characteristics. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most
nations located in Western Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views Israel as an emerging market. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The portion of the Fund&#146;s assets invested in below investment grade investments (such investments are commonly referred to as &#147;high yield&#148; or &#147;junk&#148;) may vary over time. Below
investment grade investments are regarded as having predominately speculative characteristics with respect to the issuer&#146;s capacity to pay interest or dividends, and repay principal, which implies higher price volatility and default risk than
investment grade instruments of comparable terms and duration. These investments generally provide higher income than investment grade securities in an effort to compensate investors for their higher risk of default, which is the issuer&#146;s
failure to make required interest, dividend or principal payments on the investments. For purposes of the investment limitations in this prospectus, an investment&#146;s rating is determined using the middle rating of Moody&#146;s Investor Services,
Inc. (&#147;Moody&#146;s&#148;), Standard&nbsp;&amp; Poor&#146;s Ratings Services, a Standard&nbsp;&amp; Poor&#146;s Financial Services LLC business (&#147;Standard&nbsp;&amp; Poor&#146;s&#148; or &#147;S&amp;P&#148;) and Fitch Ratings, a part of
the Fitch Group (&#147;Fitch&#148;) if all three nationally recognized statistical rating organizations (&#147;NRSROs&#148;) rate the investment. If ratings are provided by only two of those NRSROs, the lower rating is used to determine the rating.
If only one of those NRSROs provides a rating, that rating is used. If an investment is not rated by any NRSRO, the rating determined by Nuveen Asset Management is used. Investment rating limitations are considered to apply only at the time of
investment and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of investments. </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">During temporary defensive periods, the period in which the net proceeds of this offering of Common Shares are first being invested (the &#147;invest-up period&#148;), the &#147;wind-up&#148; period (the
approximately six month period during which the Fund is transitioning its portfolio as the Fund&#146;s Termination Date approaches) during which the Fund is transitioning its portfolio as the Termination Date approaches or the period in which the
Fund&#146;s assets are being liquidated in anticipation of the Fund&#146;s termination, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its Managed Assets in short-term
investments, including high quality, short-term securities or may invest in short-, intermediate-, or long-term U.S. Treasury securities. During the invest-up period, the Fund may also purchase securities issued by ETFs that invest primarily in
fixed-income investments of the types in which the Fund may invest directly. Any such investments in ETFs will be in compliance with the limitations imposed by the 1940 Act, the rules promulgated thereunder, or pursuant to any exemptive relief
obtained thereunder. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may seek to provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in Core Plus Impact Fund, Ltd. (the &#147;Subsidiary&#148;), a wholly owned
subsidiary of the Fund, which will </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">6 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
invest primarily in Regulation S securities. The Subsidiary is advised by the Nuveen Asset Management, which complies with the provisions of Section 15 of the 1940 Act relating to investment
advisory contracts as an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. The Subsidiary has the same investment objective as the Fund. The Subsidiary may also hold cash and invest in other instruments, including fixed income
securities, that are not Regulation S securities, either as investments or to serve as margin or collateral for the Subsidiary&#146;s Regulation S positions. The Fund and the Subsidiary each complies with the provisions of the 1940 Act regarding
capital structure. In addition, the Subsidiary complies with the provisions of Section 17 of the 1940 Act relating to affiliated transactions and custody of portfolio investments. The Fund&#146;s custodian also serves as the custodian to the
Subsidiary. See &#147;Risks&#151;Fund Level Risks&#151;Subsidiary Risk&#148; and &#147;&#151;Portfolio Level Risks&#151;Regulation S Securities Risk&#148; in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the
policies and procedures adopted by the Fund. As a result, Nuveen Asset Management, in managing the Subsidiary&#146;s portfolio, will be subject to the same investment policies and restrictions that apply to the management of the Fund, and, in
particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary&#146;s portfolio investments and shares of the Subsidiary. These policies and restrictions are
described in detail throughout this Prospectus. The Fund and Subsidiary will test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve
leverage, the Subsidiary will comply with asset segregation requirements to the same extent as the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary is a
Cayman Islands exempted company that is wholly owned and controlled by the Fund and is overseen by its own board of directors. The Fund is the sole shareholder of the Subsidiary and it is not currently expected that shares of the Subsidiary will be
sold or offered to other investors. It is expected that the Subsidiary will invest primarily in Regulation S securities. As a result, the Fund, through its investment in the Subsidiary, is indirectly exposed to the risks associated with Regulation S
securities. See &#147;Risks&#151;Fund Level Risks&#151;Subsidiary Risk&#148; and &#147;&#151;Portfolio Level Risks&#151; Regulation S Securities Risk&#148; in the Prospectus. There can be no assurance that the investment objective of the
International Bond Fund or the Subsidiary will be achieved. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary is not registered under the 1940 Act and,
therefore, is not subject to the investor protection provisions of the 1940 Act (unless otherwise noted in the Prospectus or this SAI). As an investor in the Subsidiary, the Fund does not have all of the protections offered to investors by the 1940
Act. However, the Subsidiary is wholly owned and controlled by the Fund and managed by Nuveen Asset Management. Therefore, the Fund&#146;s ownership and control of the Subsidiary make it unlikely that the Subsidiary would take actions contrary to
the interests of the Fund or its shareholders. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the International Bond Fund to invest in the Subsidiary as described in the Prospectus and in this SAI
and could adversely affect the Fund. For example, the Cayman Islands currently does not impose certain taxes on exempted companies like the Subsidiary, including income and capital gains tax, among others. If Cayman Islands laws were changed to
require such entities to pay Cayman Islands taxes, the investment returns of the Fund would likely decrease. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset
Management will provide investment management and other services to the Subsidiary. Nuveen Asset Management will not receive separate compensation from the Subsidiary for providing it with investment management or administrative services. However,
the Fund will pay Nuveen Asset Management based on the Fund&#146;s assets, including the assets invested in the Subsidiary. The Subsidiary will also enter into separate contracts for the provision of custody and audit services with the same or with
affiliates of the same service providers that provide those services to the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The financial statements of the Subsidiary
will be consolidated with the Fund&#146;s financial statements in the Fund&#146;s annual and semi-annual reports. The Fund&#146;s annual and semi-annual reports, when produced, will be distributed to Common Shareholders, and copies of the reports
will be available on the Fund&#146;s website (<U>http://www.nuveen.com</U>) free of. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">7 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Other Policies </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may enter into certain derivative transactions as a hedging technique to protect against potential adverse changes in the market value of portfolio instruments. The Fund also may use derivatives
to attempt to protect the NAV of the Fund, to facilitate the sale of certain portfolio investments, to manage the Fund&#146;s effective interest rate exposure, and as a temporary substitute for purchasing or selling particular investments, From time
to time, the Fund also may enter into derivative transactions to create investment exposure to the extent such transactions may facilitate implementation of its strategy more efficiently than through outright purchases or sales of portfolio
investments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Certain investment policies specifically identified in this SAI as such are considered fundamental and may not
be changed without shareholder approval. See &#147;Investment Restrictions&#148; in this SAI. All of the Fund&#146;s other investment policies are not considered to be fundamental by the Fund and can be changed by the Board without a vote of the
shareholders. The Fund cannot change its fundamental policies without the approval of the holders of a &#147;majority of the outstanding&#148; Common Shares. When used with respect to particular shares of the Fund, a &#147;majority of the
outstanding&#148; shares means (i)&nbsp;67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii)&nbsp;more than 50% of the shares, whichever is less. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund will not invest, either directly or indirectly through derivatives, in contingent capital securities or contingent convertible
securities (sometimes referred to as &#147;CoCos&#148;). </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_2"></A><A NAME="tx47790_2"></A>LEVERAGE
</B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund anticipates using leverage to pursue its investment objective. The Fund may use leverage to the extent permitted
under the 1940 Act. The Fund may source leverage initially and throughout the life of the Fund through a number of methods including through borrowings, issuing preferred shares of beneficial interest (&#147;Preferred Shares&#148;), the issuance of
debt securities, entering into reverse repurchase agreements (effectively a borrowing), and investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic effect of
leverage because the Fund&#146;s investment exposure to the underlying bonds held by the trust have been effectively financed by the trust&#146;s issuance of floating rate certificates. In addition, the Fund may use derivatives that may have the
economic effect of leverage. The sources of leverage will vary depending on market conditions. See &#147;Leverage,&#148; &#147; Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk,&#148; and &#147;Portfolio Composition and
Other Information&#151;Derivatives.&#148; The Fund anticipates using such leverage in an aggregate amount equal to approximately 35% of the Fund&#146;s Managed Assets, if current market conditions persist. The Fund may employ leverage through the
issuance of Preferred Shares within 12 months after the completion of this offering, but may do so only if the Board of Trustees determines it to be in the best interests of Common Shareholders. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an
agreed-upon price, date and interest payment. Selling a portfolio instrument and agreeing to buy it back under a reverse repurchase agreement is economically equivalent to borrowing. See &#147;Risks&#151;Portfolio Level Risks&#151;Reverse Repurchase
Agreement Risk&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may use derivatives, such as interest rate swaps with varying terms, in
order to hedge duration risk or manage the interest rate expense associated with all or a portion of its leverage. Interest rate swaps are <FONT STYLE="white-space:nowrap">bi-lateral</FONT> agreements whereby parties agree to exchange future
payments, typically based upon the differential of a fixed rate and a variable rate, on a specified notional amount. Interest rate swaps can enable the Fund to effectively convert its variable leverage expense to fixed, or vice-versa. For example,
if the Fund issues leverage having a short-term floating rate of interest, the Fund could use interest rate swaps to hedge against a rise in the short-term benchmark interest rates associated with its outstanding leverage. In doing so, the Fund
would seek to achieve lower leverage costs, and thereby enhance Common Share distributions, over an extended period, which </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">8 </FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
would be the result if short-term market interest rates on average exceed the fixed interest rate over the term of the swap. To the extent the fixed swap rate is greater than short-term market
interest rates on average over the period, overall costs associated with leverage will be greater (and thereby reduce distributions to Common Shareholders) than if the Fund had not entered into the interest rate swap(s). See &#147;Portfolio
Composition and Other Information&#151;Derivatives&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">So long as the net income received from the
Fund&#146;s investments purchased with leverage proceeds exceeds the current expense of any leverage, the investment of the proceeds of leverage will generate more net income than if the Fund had not leveraged itself. Under these circumstances, the
excess net income will be available to pay higher distributions to Common Shareholders. However, if the net income received from the Fund&#146;s portfolio investments purchased with the proceeds of leverage is less than the current expense of any
leverage, the Fund may be required to utilize other Fund assets to make interest and/or dividend payments on its leveraging instruments, which may result in a decline in Common Share NAV and reduced net investment income available for distribution
to Common Shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In pursuit of its investment objective, the Fund has the ability to reduce or increase the amount and
type of leverage based upon changes in market conditions, composition of the Fund&#146;s holdings and remaining time until the Fund&#146;s Termination Date. The Fund&#146;s leverage ratio will vary from time to time based upon such changes in the
amount of leverage used and variations in the value of the Fund&#146;s holdings. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund pays a management fee to Nuveen
Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund&#146;s use of most types of leverage (excluding the
leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund&#146;s net assets as well as assets that are attributable to the Fund&#146;s investment of the proceeds of its leverage, it
is anticipated that the Fund&#146;s Managed Assets will be greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management will be responsible for using leverage to pursue the Fund&#146;s investment objective. Nuveen Fund Advisors and
Nuveen Asset Management will base their decision regarding whether and how much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether such use of leverage is in the best interests of the Fund. However, a
decision to employ or increase leverage will have the effect, all other things being equal, of increasing Managed Assets and in turn Nuveen Fund Advisors&#146; and Nuveen Asset Management&#146;s management fees. Thus, Nuveen Fund Advisors and Nuveen
Asset Management may have a conflict of interest in determining whether to use or increase leverage. Nuveen Fund Advisors and Nuveen Asset Management will seek to manage that potential conflict by using leverage only when they determine that it
would be in the best interests of the Fund and its Common Shareholders, and by periodically reviewing with the Board of Trustees the Fund&#146;s performance and the Fund&#146;s degree of overall use of leverage and the impact of the use of leverage
on that performance. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may issue &#147;senior securities&#148; as defined under the 1940 Act. The 1940 Act generally
defines a &#147;senior security&#148; as any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets
or payment of dividends; however, the term does not include any promissory note or other evidence of indebtedness issued in consideration of any loan, extension, or renewal thereof, made for temporary purposes and in an amount not exceeding five
percent of the value of the Fund&#146;s total assets. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Under the 1940 Act, the Fund is not permitted to issue &#147;senior securities&#148; that are Preferred Shares if, immediately after the issuance of Preferred Shares, the asset coverage ratio with respect
to such Preferred Shares would be less than 200%. With respect to any such Preferred Shares, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities,
bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the aggregate liquidation preference of such Preferred Shares. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">9 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Under the 1940 Act, the Fund is not permitted to issue &#147;senior securities representing
indebtedness&#148; if, immediately after the issuance of such senior securities representing indebtedness, the asset coverage ratio with respect to such senior securities would be less than 300%. &#147;Senior securities representing
indebtedness&#148; include borrowings (including loans from financial institutions) and debt securities. &#147;Senior securities representing indebtedness&#148; also include other derivative investments or transactions, such as reverse repurchase
agreements, to the extent the Fund has not fully covered, segregated or earmarked cash or liquid assets in accordance with the 1940 Act, the rules thereunder, and applicable positions of the SEC and its staff. With respect to any such senior
securities representing debt, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as defined in the 1940 Act), bears to the aggregate amount of
such borrowing represented by senior securities issued by the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If the Fund issues senior securities and the asset
coverage with respect to such senior securities declines below the required ratios discussed above (as a result of market fluctuations or otherwise), the Fund may sell portfolio securities when it may be disadvantageous to do so. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Certain types of leverage used by the Fund may result in the Fund being subject to certain covenants, asset coverage or other portfolio
composition limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities, or reverse repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940
Act and may impact whether the Fund is able to maintain its desired amount of leverage. At this time Nuveen Fund Advisors does not believe that any such potential investment limitations will impede it from managing the Fund&#146;s portfolio in
accordance with its investment objective and policies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Utilization of leverage is a speculative investment technique and
involves certain risks to the Common Shareholders, including increased variability of the Fund&#146;s net income, distributions and NAV in relation to market changes. See &#147;Risks&#151;Fund Level Risks&#151;Leverage Risk&#148; in the Prospectus.
There is no assurance that the Fund will use leverage or that the Fund&#146;s use of leverage will work as planned or achieve its goals. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">10 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_3"></A>INVESTMENT RESTRICTIONS </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Except as described below, the Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the
outstanding Common Shares and, if issued, Preferred Shares voting together as a single class, and of the holders of a majority of the outstanding Preferred Shares voting as a separate class: </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">(1) Issue senior securities, as defined in the 1940 Act, except as permitted by the 1940 Act</FONT><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">; </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">(2) Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act</FONT><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1,2</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">; </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(3) Act as underwriter of another issuer&#146;s securities, except to the extent that the Fund may be deemed to be an underwriter within
the meaning of the Securities Act of 1933, as amended (the &#147;1933 Act&#148;) in connection with the purchase and sale of portfolio securities; </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%;padding-bottom:0px; "><FONT
STYLE="font-family:Times New Roman" SIZE="2">(4) Invest more than 25% of its total assets in investments of issuers in any one industry or group of related industries; provided, however, that such limitation shall not apply to municipal securities
other than those municipal securities backed principally by the assets and revenues of <FONT STYLE="white-space:nowrap">non-governmental</FONT> users nor shall it apply to obligations issued or guaranteed by the United States Government or by its
agencies or instrumentalities, and provided further that for purposes of this limitation, the term &#147;issuer&#148; shall not include a lender selling a participation to the Fund together with any other person interpositioned between such lender
and the Fund with respect to a participation that shifts to the Fund the direct debtor-creditor relationship with the borrower</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">3</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">; </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">(5) Purchase or sell real estate, but this shall not prevent the Fund from investing in securities secured by real estate or interests therein or foreclosing upon and selling such real estate and this
shall not prevent the Fund from investing in securities of companies that deal in real estate or are engaged in the real estate business, including real estate investment trusts, and securities secured by real estate or interests therein and the
Fund may hold and sell real estate or; mortgages on real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund&#146;s ownership of such securities; </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(6) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities or other instruments backed by physical commodities); </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">(7) Make loans, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act</FONT><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">4</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">; and </FONT></P> <p STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P> <P STYLE="margin-top:0px;margin-bottom:0px;padding-bottom:0px; "><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> Section&nbsp;18(c) of the 1940 Act generally limits a registered
closed-end investment company to issuing one class of senior securities representing indebtedness and one class of senior securities representing stock, except that the class of indebtedness or stock may be issued in one or more series, and
promissory notes or other evidences of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, are not deemed a separate
class of senior securities. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">2</SUP></FONT><FONT
STYLE="font-family:Times New Roman" SIZE="2"> Section&nbsp;18(a) of the 1940 Act generally prohibits a registered closed-end fund from incurring borrowings if, immediately thereafter, the aggregate amount of its borrowings exceeds 33<FONT SIZE="1"><SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP></FONT><FONT SIZE="2">/</FONT><FONT SIZE="1"><SUB STYLE="vertical-align:baseline; position:relative; top:.1ex">3</SUB></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">%
of its total assets. The Fund has not applied for, and currently does not intend to apply for, such exemptive relief, but reserves the right to do so in the future. </FONT></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px;padding-bottom:0px; "><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">3</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> For purposes of this restriction, governments and their political
subdivisions are not part of any industry. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">4</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> Section&nbsp;21
 of the 1940 Act makes it unlawful for a registered investment company, like the Fund, to lend money or other property if (i)&nbsp;the investment company&#146;s policies set forth in its registration statement do not permit such a loan or
(ii)&nbsp;the borrower controls or is under common control with the investment company. The SEC has granted to Nuveen Fund Advisors, and to certain funds to which it advises, exemptive relief from Section 21 (the &#147;NFA Section 21 Relief&#148;).
The NFA Section 21 Relief may be relied upon by the Fund, so long as the Fund complies with the terms and conditions of the NFA Section 21 Relief. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">11 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:5%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(8) With respect to 75% of the value of the Fund&#146;s total assets, purchase any
securities (other than obligations issued or guaranteed by the United States government or by its agencies or instrumentalities and securities of other investment companies), if as a result more than 5% of the Fund&#146;s total assets would then be
invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer. </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Under the 1940 Act, investments of more than 25% of a fund&#146;s total assets in one or more issuers in the same industry or group of industries constitutes concentration. The policy in subparagraph (4)
above will be interpreted in accordance with public interpretations of the SEC and its staff pertaining to concentration from time to time. The policy in subparagraph (4) above will be interpreted to give broad authority to the Fund as to how to
classify issuers within or among either industries or groups of related industries. The Fund currently utilizes any one or more industry classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined
by Nuveen Fund Advisors. For the purpose of applying the 25% industry limitation set forth in subparagraph (4) above, the Fund will consider the investments of underlying investment companies when determining compliance with its concentration
policy, to the extent the Fund has sufficient information about such investments. </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the purpose of applying the
limitation set forth in subparagraph (8)&nbsp;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 <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuer, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets and revenues of the <FONT
STYLE="white-space:nowrap">non-governmental</FONT> issuer, then such <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuer would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior
or unrelated governmental or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that are issued by such governmental or other entity. Where a security is guaranteed by a governmental entity or
some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank. When a municipal security is
insured by bond insurance, it shall not be considered a security that is issued or guaranteed by the insurer; instead, the issuer of such municipal security will be determined in accordance with the principles set forth above. The foregoing
restrictions do not limit the percentage of the Fund&#146;s assets that may be invested in municipal securities insured by any given insurer. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Under the 1940 Act, the Fund may invest only up to 10% of its total assets in the aggregate in shares of other investment companies and only up to 5% of its total assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased; provided, however, the Fund may exceed such limits pursuant to any SEC rule promulgated thereunder
or exemptive relief obtained thereunder. As a shareholder in any investment company, the Fund will bear its ratable share of that investment company&#146;s expenses, and will also remain subject to payment of the Fund&#146;s management, advisory and
administrative fees with respect to assets so invested. Holders of Common Shares would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition to the foregoing fundamental investment policies, the Fund is also subject to the following non-fundamental restrictions and
policies, which may be changed by the Board of Trustees upon 60 days&#146; prior written notice to shareholders. The Fund may not: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">(1) Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act, the rules promulgated thereunder, or any exemptive relief obtained thereunder; and
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:5%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(2) Purchase securities of companies for the purpose of exercising control, except to the extent that exercise by the Fund of
its rights under loan agreements would be deemed to constitute exercising control. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">12 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may be subject to certain restrictions imposed by guidelines of one or more credit
rating agencies that may issue ratings for Preferred Shares, commercial paper or notes, or, if the Fund borrows from a lender, by the lender. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent
than those imposed on the Fund by the 1940 Act. If these restrictions were to apply, it is not anticipated that these guidelines will impede Nuveen Fund Advisors or Nuveen Asset Management from managing the Fund&#146;s portfolio in accordance with
the Fund&#146;s investment objective and policies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_4"></A><A NAME="tx47790_3"></A>PORTFOLIO COMPOSITION
AND OTHER INFORMATION </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The following information supplements the discussion of the Fund&#146;s investment objective,
policies, and strategies that are described in the Prospectus. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Corporate Bonds </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Corporate bonds are fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt
refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate bonds lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a
set maturity date. Rates on corporate bonds are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security, such as a call feature. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Corporate bonds come in many varieties and may differ in the way that interest is calculated, the amount and frequency of payments, the
type of collateral, if any, and the presence of special features (<I>e.g., </I>conversion rights). The Fund&#146;s investments in corporate bonds may include, but are not limited to, senior, junior, secured and unsecured bonds, notes and other debt
securities, and may be fixed rate, variable rate or floating rate, among other things. Holders of corporate bonds, as creditors, have a prior legal claim over common and preferred stockholders as to both income and assets of the issuer for the
principal and interest due to them, and may have a prior claim over other creditors, but are generally subordinate to any existing lenders in the issuer&#146;s capital structure. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Corporate bonds are subject to the risk of an issuer&#146;s inability to meet principal and interest payments on the obligations and may
also be subject to price volatility due to such factors as market interest rates, the issuer&#146;s performance or credit rating, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate
restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer&#146;s debt securities. As a result of the added debt burden, the credit quality and market value
of an issuer&#146;s existing corporate bonds may decline significantly. Corporate bonds usually yield more than government or agency bonds due to the presence of credit risk. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Emerging Market Issuers </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund will invest in investments of emerging
market issuers. The Fund&#146;s emerging market investments include a broad range of investments of emerging market issuers such as government bonds, corporate bonds, and other sovereign or quasi-sovereign debt instruments. The Fund will classify an
issuer of an investment based on the issuer&#146;s country of origin, generally as determined by an unaffiliated, recognized financial data provider. An issuer&#146;s country or origin is based on a number of criteria, such as the issuer&#146;s
country of domicile or country in which the issuer conducts its primary operations, the primary exchange on which its securities trade, the location from which the majority of the issuer&#146;s revenue comes, and the issuer&#146;s reporting
currency. The term &#147;emerging market&#148; describes any country or market that is generally considered to be emerging or developing by major organizations in the international financial community, such as the International Finance Corporation,
or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase&nbsp;&amp; Co., which compiles several fixed-income emerging markets benchmarks; or other countries or markets with similar
emerging characteristics. Emerging markets can include every nation in the world except </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">13 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views
Israel as an emerging market. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s emerging market debt investments may also include secured loans, unsecured
loans, senior loans, second lien loans, subordinated debt and sukuk debt instruments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Sukuk are certificates structured to
comply with Sharia law and its investment principles. These certificates usually represent the beneficial ownership interest in a portfolio of eligible existing or future tangible or intangible assets (&#147;underlying assets&#148;). In a typical
sukuk, a special purpose vehicle (&#147;SPV&#148;) issues certificates to investors in exchange for their capital. The SPV transfers the capital to or for the benefit of the entity that is raising the capital (the &#147;obligor&#148;) in exchange
for the underlying assets of the obligor that are held in trust by the SPV. The obligor is obligated, usually through a series of contracts, to make periodic payments to investors through the SPV over a specified period of time and a final payment
to investors through the SPV on a date certain. Obligors of sukuk include financial institutions and corporations, foreign governments and agencies of foreign governments, including issuers in emerging markets. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Sovereign and Supranational Securities </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Sovereign securities are issued or guaranteed by foreign sovereign governments or their agencies, authorities, political subdivisions or instrumentalities, and supranational agencies. A supranational
agency is a multinational union or association in which member countries cede authority and sovereignty on a limited number of matters to the group, whose decisions are binding upon its members. Quasi-sovereign securities typically are issued by
companies or agencies that may receive financial support or backing from a local government or in which the government owns a majority of the issuer&#146;s voting shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt obligations will be strongly influenced by the sovereign issuer&#146;s
balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rate and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its export in currencies other than dollars, its ability to
make debt payments denominated in dollars could be adversely affected. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign
governments, commercial banks and multinational organizations. There may be no bankruptcy proceedings similar to those in the U.S. by which defaulted interest may be collected. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund also may invest in debt obligations issued or guaranteed by supranational agencies organized or supported by several national
governments, such as the International Bank for Reconstruction and Development (the &#147;World Bank&#148;), the Inter-American Development Bank, the Asian Development Bank, and the European Investment Bank. In addition, the Portfolio may purchase
debt obligations of foreign corporations or financial institutions, such as Yankee bonds (dollar-denominated bonds sold in the United States by foreign companies), Samurai bonds <FONT STYLE="white-space:nowrap">(yen-denominated</FONT> bonds sold in
Japan by <FONT STYLE="white-space:nowrap">non-Japanese</FONT> issuers), and Euro bonds (bonds not issued in the country (and possibly not the currency of the country) of the issuer). </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Foreign Securities Exchanges </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Fixed commissions on foreign securities
exchanges are generally higher than negotiated commissions on U.S. exchanges. Foreign markets also have different clearance and settlement procedures, and in some markets there have been times when settlements have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial services for investment securities may not be available in some countries having smaller, emerging capital markets, which may result
in the Fund </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">14 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
incurring additional costs and delays in transporting such securities outside such countries. Delays in settlement could result in temporary periods when a portion of the assets of the Fund is
uninvested. In addition, settlement problems could cause the Fund to miss attractive investment opportunities or to incur losses due to an inability to sell or deliver securities in a timely fashion. In the event of a default by an issuer of foreign
securities, it may be more difficult for the Fund to obtain or to enforce a judgment against the issuer. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Municipal Bonds </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in taxable and <FONT STYLE="white-space:nowrap">tax-exempt</FONT> municipal securities, including municipal bonds and
notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is
exempt from U.S. regular federal income tax. Municipal bonds are often issued by state and local governmental entities to finance or refinance public projects such as roads, schools, and water supply systems. Municipal bonds may also be issued on
behalf of private entities or for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal bonds may be issued on a
long-term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source, including project
revenues, which may include tolls, fees and other user charges, lease payments and mortgage payments. Municipal bonds may also be issued to finance projects on a short-term interim basis, anticipating repayment with the proceeds of the later
issuance of long-term debt. The Fund may purchase municipal securities in the form of bonds, notes, leases or certificates of participation; structured as callable or <FONT STYLE="white-space:nowrap">non-callable;</FONT> with payment forms including
fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships or other investment
companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term <FONT STYLE="white-space:nowrap">tax-exempt</FONT> interest rates and represent a leveraged investment in
an underlying municipal security, which could have the economic effect of leverage. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Municipal securities are either general
obligation or revenue bonds and typically are issued to finance public projects (such as roads or public buildings), to pay general operating expenses, or to refinance outstanding debt. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Municipal bonds may also be issued on behalf of private entities or for private activities, such as housing, medical and educational
facility construction, or for privately owned industrial development and pollution control projects. General obligation bonds are backed by the full faith and credit, or taxing authority, of the issuer and may be repaid from any revenue source;
revenue bonds may be repaid only from the revenues of a specific facility or source. The Fund may also purchase municipal securities that represent lease obligations, municipal notes, <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal
securities, private activity bonds, securities issued by tender option bonds, which includes inverse floating rate securities, and other related securities and derivative instruments that create exposure to municipal bonds, notes and securities and
that provide for the payment of interest income that is exempt from U.S. regular federal income tax. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The municipal bonds in
which the Fund will invest are generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam), and pay interest that, in the opinion of bond counsel to the issuer
(or on the basis of other authority believed by Nuveen Asset Management to be reliable), is exempt from U.S. regular federal income tax, although the interest may be subject to the federal alternative minimum tax. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The yields on Municipal bonds depend on a variety of factors, including prevailing interest rates and the condition of the general money
market and the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. The market value of municipal securities will vary with changes in interest rate levels and as a result of changing
evaluations of the ability of their issuers to meet interest and principal payments. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A municipal security&#146;s market value generally will depend upon its form, maturity, call
features, and interest rate, as well as the credit quality of the issuer, all such factors examined in the context of the municipal securities market and interest rate levels and trends. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Municipal Leases and Certificates of Participation. </I>The Fund also may purchase municipal bonds that represent lease obligations
and certificates of participation in such leases. These carry special risks because the issuer of the securities may not be obligated to appropriate money annually to make payments under the lease. A municipal lease is an obligation in the form of a
lease or installment purchase which is issued by a state or local government to acquire equipment and facilities. Income from such obligations is generally exempt from state and local taxes in the state of issuance. Leases and installment purchase
or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional
and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of <FONT STYLE="white-space:nowrap">&#147;non-appropriation&#148;</FONT> clauses
that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. In addition, such
leases or contracts may be subject to the temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of the leased premises or utilizing the leased equipment or facilities. Although the obligations may be secured
by the leased equipment or facilities, the disposition of the property in the event of <FONT STYLE="white-space:nowrap">non-appropriation</FONT> or foreclosure might prove difficult, time consuming and costly, and result in a delay in recovering, or
the failure to recover fully, the Fund&#146;s original investment. To the extent that the Fund invests in unrated municipal leases or participates in such leases, the credit quality rating and risk of cancellation of such unrated leases will be
monitored on an ongoing basis. In order to reduce this risk, the Fund will only purchase municipal securities representing lease obligations where Nuveen Asset Management believes the issuer has a strong incentive to continue making appropriations
until maturity. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A certificate of participation represents an undivided interest in an unmanaged pool of municipal leases, an
installment purchase agreement or other instruments. The certificates are typically issued by a municipal agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under such
leases or installment purchase agreements. Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide the Fund with the right to
demand payment, on not more than seven days&#146; notice, of all or any part of the Fund&#146;s participation interest in the underlying municipal securities, plus accrued interest. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Municipal Notes. </I>Municipal securities in the form of notes generally are used to provide for short-term capital needs, in
anticipation of an issuer&#146;s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue
anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and
business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation
notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine
the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured by the Federal Housing Authority secure these notes; however, the proceeds
from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues from taxes, grants or bond financing generally secure the obligations of
an issuer of municipal notes. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer&#146;s payment obligations under the notes
or that refinancing will be otherwise unavailable. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I><FONT STYLE="white-space:nowrap">Pre-Refunded</FONT> Municipal Securities. </I>The
principal of and interest on <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund
consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal securities. Issuers of municipal
securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower
market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal securities. However, except for a
change in the revenue source from which principal and interest payments are made, the <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal securities remain outstanding on their original terms until they mature or are redeemed by the
issuer. Interest paid on a municipal bond issued after December&nbsp;31, 2017 to advance refund another municipal bond is subject to U.S. federal income tax. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>Private Activity Bonds. </I>Private activity bonds, formerly referred to as industrial development bonds, are issued by or on behalf of public authorities to obtain funds to provide privately operated
housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private
activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place
substantial limitations on the size of such issues. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Inverse Floating Rate Securities. </I>Inverse floating rate securities
(sometimes referred to as &#147;inverse floaters&#148;) are securities whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. Generally, inverse floating rate securities represent
beneficial interests in a special purpose trust formed for the purpose of holding municipal bonds. The special purpose trust typically sells two classes of beneficial interests or securities: floating rate securities (sometimes referred to as
short-term floaters or tender option bonds) and inverse floating rate securities (sometimes referred to as inverse floaters or residual interest securities). Both classes of beneficial interests are represented by certificates. The short-term
floating rate securities have first priority on the cash flow from the municipal bonds held by the special purpose trust. Typically, a third party, such as a bank, broker-dealer or other financial institution, grants the floating rate security
holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees. The holder of the short-term
floater effectively holds a demand obligation that bears interest at the prevailing shortterm, <FONT STYLE="white-space:nowrap">tax-exempt</FONT> rate. However, the institution granting the tender option will not be obligated to accept tendered
short-term floaters in the event of certain defaults or a significant downgrade in the credit rating assigned to the bond issuer. For its inverse floating rate investment, the Fund receives the residual cash flow from the special purpose trust.
Because the holder of the short-term floater is generally assured liquidity at the face value of the security, the Fund as the holder of the inverse floater assumes the interest rate cash flow risk and the market value risk associated with the
municipal security deposited into the special purpose trust. The volatility of the interest cash flow and the residual market value will vary with the degree to which the trust is leveraged. This is expressed in the ratio of the total face value of
the short-term floaters in relation to the value of the residual inverse floaters that are issued by the special purpose trust. In addition, all voting rights and decisions to be made with respect to any other rights relating to the municipal bonds
held in the special purpose trust are passed through to the Fund, as the holder of the residual interest securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Because
increases in the interest rate on the short-term floaters reduce the residual interest paid on inverse floaters, and because fluctuations in the value of the municipal bond deposited in the special purpose trust affect the value of the inverse
floater only, and not the value of the short-term floater issued by the trust, and because fluctuations in the value of the municipal bond deposited in the special purpose trust affect the value of the inverse floater only, and not the value of the
short-term floater issued by the trust, inverse floaters&#146; value is generally more volatile than that of fixed rate bonds. The market price of inverse floating rate securities is generally more volatile than the underlying securities due to the
leveraging effect of this ownership structure. </FONT></P>
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These securities generally will underperform the market of fixed rate bonds in a rising interest rate environment (<I>i.e.,</I> when bond values are falling), but tend to outperform the market of
fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floaters typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call
provisions and maturity. Inverse floaters have varying degrees of liquidity based upon, among other things, the liquidity of the underlying securities deposited in a special purpose trust. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in inverse floating rate securities issued by special purpose trusts that have recourse to the Fund. In Nuveen Fund
Advisors&#146; and Nuveen Asset Management&#146;s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the liquidity provider to a special purpose trust. The Fund may enter into such recourse agreements
(i)&nbsp;when the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the trust exceeds the level that the liquidity provider is willing support absent such an agreement; and/or (ii)&nbsp;to
seek to prevent the liquidity provider from collapsing the trust in the event that the municipal obligation held in the trust has declined in value. Such an agreement would require the Fund to reimburse the third party granting liquidity to the
floating rate security holders the special purpose trust, upon termination of the trust issuing the inverse floater, the difference between the liquidation value of the bonds held in the trust and the principal amount due to the holders of floating
rate interests. Such agreements may expose the Fund to a risk of loss that exceeds its investment in the inverse floating rate securities. Absent a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. If
the Fund chooses not to enter into such an agreement, the special purpose trust could be liquidated and the Fund could incur a loss. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in both inverse floating rate securities and floating rate securities (as discussed below) issued by the same special purpose trust. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund will segregate or earmark liquid assets with its custodian in accordance with the 1940 Act to cover its obligations with respect
to its investments in special purpose trusts. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Investments in inverse floating rate securities create leverage. The use of
leverage creates special risks for Common Shareholders. See &#147;Leverage&#148; and &#147;Risks&#151;Portfolio Level Risks&#151;Inverse Floating Rate Securities Risk&#148; in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Floating Rate Securities. </I>The Fund may also invest in floating rate securities issued by special purpose trusts. Floating rate
securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with maturities or remarketing
provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter term than the final maturity
or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well as the credit strength of that
institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal securities deposited in the trust and the application of the proceeds to pay off the floating rate security. The trusts that are
organized to issue both shortterm floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>Special Taxing Districts. </I>Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond
financing methods such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, are generally payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse
to the credit or taxing power of related or overlapping municipalities. They often are exposed to real estate development-related risks and can have more taxpayer concentration risk than general <FONT STYLE="white-space:nowrap">tax-supported</FONT>
bonds, such as general obligation bonds. Further, the fees, special taxes, or tax allocations and other revenues that </FONT></P>
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are established to secure such financings are generally limited as to the rate or amount that may be levied or assessed and are not subject to increase pursuant to rate covenants or municipal or
corporate guarantees. The bonds could default if development failed to progress as anticipated or if larger taxpayers failed to pay the assessments, fees and taxes as provided in the financing plans of the districts. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>When-Issued and Delayed Delivery Transactions. </I>The Fund may buy and sell municipal securities on a when-issued or delayed delivery
basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date. This type of transaction may involve an element of risk because no interest accrues on the bonds prior to settlement and, because bonds are
subject to market fluctuations, the value of the bonds at time of delivery may be less (or more) than cost. A separate account of the Fund will be established with its custodian consisting of cash, cash equivalents, or liquid securities having a
market value at all times at least equal to the amount of the commitment. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Asset-Backed Securities </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">ABS are securities that are primarily serviced by the cash flows of a discrete pool of receivables or other&nbsp;financial assets, either
fixed or revolving, that by their terms convert into cash within a finite time period. Asset-backed securitization is a financing technique in which financial assets, in many cases themselves less liquid, are pooled and converted into instruments
that may be offered and sold in the capital markets. In a basic securitization structure, an entity, often a financial institution, originates or otherwise acquires a pool of financial assets, either directly or through an affiliate. It then sells
the financial assets, again either directly or through an affiliate, to a specially created investment vehicle that issues securities &#147;backed&#148; or supported by those financial assets, which securities are ABS. Payment on the ABS depends
primarily on the cash flows generated by the assets in the underlying pool and other rights designed to assure timely payment, such as liquidity facilities, guarantees or other features generally known as credit enhancements. While residential
mortgages were the first financial assets to be securitized in the form of MBS, <FONT STYLE="white-space:nowrap">non-mortgage</FONT> related securitizations have grown to include many other types of financial assets, such as credit card receivables,
auto loans and student loans. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>U.S. Government Obligations </B></FONT></P>  <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Securities issued or guaranteed by U.S. government agencies and instrumentalities include obligations that are supported by: (a)&nbsp;the full faith and credit of the U.S. Treasury (<I>e.g.,</I> direct
pass-through certificates of Ginnie Maes); (b) the limited authority of the issuer or guarantor to borrow from the U.S. Treasury (<I>e.g.,</I> obligations of Federal Home Loan Banks); or (c)&nbsp;only the credit of the issuer or guarantor
(<I>e.g.,</I> obligations of the Federal Home Loan Mortgage Corporation). In the case of obligations not backed by the full faith and credit of the U.S. Treasury, the agency issuing or guaranteeing the obligation is principally responsible for
ultimate repayment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Agencies and instrumentalities that issue or guarantee debt securities and that have been established or
sponsored by the U.S. government include, in addition to those identified above, the Bank for Cooperatives, the Export-Import Bank, the Federal Farm Credit System, the Federal Intermediate Credit Banks, the Federal Land Banks, the Federal National
Mortgage Association and the Student Loan Marketing Association. </FONT></P>  <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Mortgage-Backed Securities, including Commercial Mortgage-Backed
Securities </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Funds may invest in mortgage-backed securities. A mortgage-backed security is a type of pass-through
security, which is a security representing pooled debt obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage loans.
Commercial mortgage-backed securities (&#147;CMBS&#148;) are backed by a pool of mortgages on commercial property. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mortgage-backed securities are most commonly issued or guaranteed by the Government National
Mortgage Association (&#147;Ginnie Mae&#148; or &#147;GNMA&#148;), the Federal National Mortgage Association (&#147;Fannie Mae&#148; or &#147;FNMA&#148;) or the Federal Home Loan Mortgage Corporation (&#147;Freddie Mac&#148; or &#147;FHLMC&#148;),
but may also be issued or guaranteed by other private issuers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">GNMA is a government-owned corporation that is an agency of
the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Government-related guarantors (<I>i.e.,</I> not backed by the full faith and credit of the United States government) include FNMA and
FHLMC. FNMA is a government-sponsored corporation. FNMA purchases conventional (<I>i.e.,</I> not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally
chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed
by the full faith and credit of the United States Government. FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation that issues
Participation Certificates (&#147;PCs&#148;), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but
PCs are not backed by the full faith and credit of the United States government. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">On September&nbsp;6, 2008, the Federal
Housing Finance Agency (&#147;FHFA&#148;) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC
with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC. In addition, the U.S. Treasury Department agreed to provide FNMA and
FHLMC with up to $100&nbsp;billion of capital each to ensure that they are able to continue to provide ongoing liquidity to the U.S. home mortgage market. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each
remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer,
may entail greater risk than obligations directly or indirectly guaranteed by the U.S. government. Any investments a Fund makes in mortgage-related securities that are issued by private issuers have some exposure to subprime loans as well as to the
mortgage and credit markets generally. Private issuers include commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or
structured investment vehicles) and other entities that acquire and package mortgage loans for resale as mortgage-related securities. Unlike mortgage-related securities issued or guaranteed by the U.S. government or one of its sponsored entities,
mortgage-related securities issued by private issuers do not have a government or government sponsored entity guarantee, but may have credit enhancement provided by external entities such as banks or financial institutions or achieved through the
structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include: (1)&nbsp;the issuance of senior and subordinated securities (<I>e.g.,</I> the issuance of securities by a special purpose
vehicle in multiple classes or &#147;tranches,&#148; with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are borne first by
the holders of the subordinated class); (2)&nbsp;the creation of &#147;reserve funds&#148; (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future
losses); and (3)&nbsp;&#147;overcollateralization&#148; (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment of the securities and pay any servicing or other fees).
However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition, mortgage-related securities that are issued by private issuers are not subject
to the underwriting requirements for the underlying mortgages that are applicable to those mortgage related securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private
mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government sponsored mortgage-related securities and have wider variances in a number of terms
including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages,
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">high&nbsp;loan-to-value&nbsp;mortgages</FONT></FONT> and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label
mortgage-related securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans refer to loans made to borrowers with weakened credit histories or
with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher default rates than those loans that meet government underwriting requirements. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The risk <FONT STYLE="white-space:nowrap">of&nbsp;non-payment&nbsp;is</FONT> greater for mortgage-related securities that are backed by
mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic turndown, high unemployment, a general slowdown in the real estate
market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Privately issued mortgage-related securities are generally less liquid than obligations directly or indirectly guaranteed by the U.S. government or a government-sponsored entity, especially when there is
a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related securities held in a Fund&#146;s portfolio may be particularly difficult to value because of the complexities involved in
assessing the value of the underlying mortgage loans. The average life of a mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by
mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool or can result in credit losses. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Loans </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may
invest in loans, including senior secured loans, unsecured and/or subordinated loans, loan participations and unfunded contracts. These loans are typically made by or issued to corporations primarily to finance acquisitions, refinance existing debt,
support organic growth, or pay out dividends, and are typically originated by large banks and are then syndicated out to institutional investors as well as to other banks. Loans typically bear interest at a floating rate, although some loans pay a
fixed rate. Floating rate loans have interest rates that reset periodically, typically monthly or quarterly. The interest rates on floating rate loans are generally based on a percentage above the London Inter-Bank Offered Rate, a U.S. bank&#146;s
prime or base rate, the overnight federal funds rate or another rate. Due to their lower place in the borrower&#146;s capital structure, unsecured and/or subordinated loans involve a higher degree of overall risk than senior bank loans of the same
borrower. Loan participations are loans that are shared by a group of lenders. Unfunded commitments are contractual obligations by lenders (such as the Fund) to loan an amount in the future or that is due to be contractually funded in the future.
Assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the
assigning lender. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. The
types of covenants included in loan agreements generally vary depending on market conditions, the creditworthiness of the borrower, the nature of the collateral securing the loan and other factors. Such restrictive covenants normally allow for early
intervention and proactive mitigation of credit risk by providing lenders with the ability to (1)&nbsp;intervene and either prevent or restrict actions that may potentially compromise the borrower&#146;s
</FONT></P>
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ability to repay the loan and/or (2)&nbsp;obtain concessions from the borrower in exchange for waiving or amending a particular covenant. Loans with fewer or weaker restrictive covenants may
limit the Fund&#146;s ability to intervene or obtain additional concessions from borrowers. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Senior Loans </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in (i)&nbsp;senior loans made by banks or other financial institutions to foreign corporations, partnerships and other
business entities (each a &#147;Borrower&#148; and, collectively, &#147;Borrowers&#148;), (ii) assignments of such interests in senior loans, or (iii)&nbsp;participation interests in senior loans. Senior loans hold the most senior position in the
capital structure of a Borrower, are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debt holders and stockholders of the Borrower. The capital
structure of a Borrower may include senior loans, senior and junior subordinated debt, preferred stock and common stock issued by the Borrower, typically in descending order of seniority with respect to claims on the Borrower&#146;s assets. The
proceeds of senior loans primarily are used by Borrowers to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, refinancings, internal growth and for other corporate purposes. A senior loan is typically
originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (&#147;Agent&#148;) for a lending syndicate of financial institutions which typically includes the Agent
(&#147;Lenders&#148;). The Agent typically administers and enforces the senior loans on behalf of the other Lenders in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Lenders. The
Fund normally will rely primarily on the Agent to collect principal of and interest on a Senior Loan. Also, the Fund usually will rely on the Agent to monitor compliance by the Borrower with the restrictive covenants in a loan agreement. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Senior loans in which the Fund invests generally pay interest at rates that are redetermined periodically at short-term intervals by
reference to a base lending rate, plus a premium. Senior loans typically have rates of interest that are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate plus a premium or credit spread. These base
lending rates are primarily London Inter-Bank Offered Rate (&#147;LIBOR&#148;) (of any tenor, but typically between one month and six months, and currency), and secondarily the prime rate offered by one or more major U.S. banks (the &#147;Prime
Rate&#148;) and the certificate of deposit (&#147;CD&#148;) rate or other base lending rates used by commercial lenders. As adjustable rate loans, the frequency of how often a senior loan resets its interest rate will impact how closely such senior
loans track current market interest rates. Senior loans typically have a stated term of between one and eight years. In the experience of Nuveen Asset Management, the average life of senior loans in recent years has been approximately two years
because of prepayments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it
intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. Alternatives to LIBOR are established or in development in most major currencies, including the Secured Overnight Financing Rate (&#147;SOFR&#148;), which is
intended to replace U.S. dollar LIBOR. It is unknown if SOFR will become the primary base lending rate for senior loans. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The
Fund primarily purchases senior loans by assignment from a participant in the original syndicate of lenders or from subsequent assignees of such interests. The purchaser of an assignment typically succeeds to all the rights and obligations under the
loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the
purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may
purchase participation interests in the original syndicate making senior loans. Loan participation interests typically represent direct participations in a loan to a corporate Borrower, and generally are offered by banks or other financial
institutions or lending syndicates. The Fund may participate in such </FONT></P>
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syndications, or can buy part of a senior loan, becoming a part Lender. When purchasing a participation interest, the Fund assumes the credit risk associated with the corporate Borrower and may
assume the credit risk associated with an interposed bank or other financial intermediary. The participation interests in which the Fund may invest may not be rated by any NRSRO. See &#147;Risks&#151;Portfolio Level Risks&#151;Senior Loan
Participation Risk&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Although senior loans have the most senior position in a Borrower&#146;s capital
structure and are often secured by specific collateral, they are typically below investment grade quality and may have below investment grade ratings; these ratings are associated with securities having speculative characteristics. Senior loans
rated below investment grade may therefore be regarded as &#147;junk,&#148; despite their senior capital structure position or specific collateral pledged to secure such loans.&#148; The Fund may purchase and retain in its portfolio senior loans
where the Borrowers have experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may
provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a senior loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Fund may determine
or be required to accept equity securities or junior debt securities in exchange for all or a portion of a senior loan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Loan
Participations and Assignments </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may purchase participations and/or assignments in commercial loans. Such
investments may be secured or unsecured and may pay interest at fixed or floating rates. Loan participations and assignments involve special types of risk, including interest rate risk, liquidity risk and the risks of being a lender. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Loan participations typically represent direct participation, together with other parties, in a loan to a corporate borrower, and
generally are offered by banks or other financial institutions or lending syndicates. The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender. When purchasing loan participations, a Fund assumes the credit
risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The loan participations in which the Fund intends to invest may not be rated by any nationally recognized
rating service. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Investments in loans through a direct assignment of the financial institution&#146;s interests with respect
to the loan may involve additional risks to the Fund. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may,
however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning
lender. If a loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories
of lender liability, the Fund could be held liable as <FONT STYLE="white-space:nowrap">co-lender.</FONT> It is unclear whether loans and other forms of indebtedness offer securities law protections against fraud and misrepresentation. In the absence
of definitive regulatory guidance, the Fund relies on Nuveen Asset Management&#146;s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as
specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions which
are parties to the loan agreement. Unless, under the terms of the loan, the Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies
against a corporate borrower. A financial institution&#146;s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed
</FONT></P>
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to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank
for the benefit of the Fund were determined to be subject to the claims of the agent bank&#146;s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of
principal and/or interest. In situations involving other interposed financial institutions (<I>e.g.,</I> an insurance company or governmental agency) similar risks may arise. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Second Lien Loans </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in second lien loans and unsecured
loans. Such loans are made by public and private corporations and other <FONT STYLE="white-space:nowrap">non-governmental</FONT> Borrowers for a variety of purposes. As in the case of senior loans, the Fund may purchase interests in second lien
loans and unsecured loans through assignments or participations. Second lien loans have similar characteristics as senior loans except that such interests are junior in priority to debt secured with a first lien. Second lien loans are second in
priority of payment to one or more senior loans of the related Borrower and are typically secured by a second priority security interest or lien to or on specified collateral securing the Borrower&#146;s obligation under the indebtedness. They
typically have similar protections and rights as senior loans. Second lien loans are not (and by their terms cannot become) subordinate in priority of payment to any obligation of the related Borrower other than senior loans of such Borrower. Second
lien loans may feature fixed or floating rate interest payments. Because second lien loans are junior to senior loans, they present a greater degree of investment risk but often pay interest at higher rates reflecting this additional risk. In
addition, second lien loans of below investment grade quality share many of the risk characteristics of other below investment grade debt instruments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Unsecured loans generally have lower priority in right of payment compared to holders of secured interests of the Borrower. Unsecured loans are not secured by a security interest or lien to or on
specified collateral securing the Borrower&#146;s obligation under the indebtedness. Unsecured loans by their terms may be or may become subordinate in right of payment to other obligations of the Borrower, including senior loans, second lien loans
and other interests. Unsecured loans may have fixed or adjustable floating rate interest payments. Because unsecured loans are subordinate to senior loans and other secured debt of the Borrower, they present a greater degree of investment risk but
often pay interest at higher rates reflecting this additional risk. Such investments generally are of below investment grade quality. Unsecured loans of below investment grade quality share many of the same risks of other below investment grade debt
instruments. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Subordinated Loans </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The subordinated loans in which the Fund may invest are typically privately-negotiated investments that rank junior in priority of payment to senior debt, such as senior loans, and are often unsecured.
Because subordinated interests may rank lower as to priority of payment than senior loans and second lien loans of the Borrower, they may present a greater degree of investment risk than senior loans and second lien loans but often pay interest at
higher rates reflecting this additional risk. Other than their more subordinated status, such investments have many characteristics and risks similar to senior loans and second lien loans discussed above. Subordinated interests of below investment
grade quality share risks of other below investment grade debt instruments. Subordinated loans rank senior to common and preferred equity in a Borrower&#146;s capital structure. Subordinated loans may have elements of both debt and equity
instruments, offering fixed or adjustable rates of return in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a Borrower, if any, through an equity
interest. This equity interest may take the form of warrants or direct equity investments which will be in conjunction with the subordinated loans. Due to their higher risk profile and often less restrictive covenants as compared to senior loans,
subordinated loans generally earn a higher return than secured senior loans. The warrants associated with subordinated loans are typically detachable, which allows lenders the opportunity to receive repayment of their principal on an agreed
amortization schedule while retaining their equity interest in the Borrower. Subordinated loans also may include a &#147;put&#148; feature, which permits the holder to sell its equity interest back to the Borrower at a price determined through an
agreed formula. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in subordinated loans that are primarily unsecured and that provide for
relatively high, adjustable rates of interest, providing the Fund with significant current interest income. The subordinated loans in which the Fund may invest may have interest-only payments in the early years, with amortization of principal
deferred to the later years of the subordinated loans. In some cases, the Fund may acquire subordinated loans that, by their terms, convert into equity or additional debt instruments or defer payments of interest for the first few years after
issuance. Also, in some cases the subordinated loans in which the Fund may invest will be collateralized by a subordinated lien on some or all of the assets of the Borrower. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Preferred Securities </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in all types of preferred
securities, including both traditional preferred securities and <FONT STYLE="white-space:nowrap">non-traditional</FONT> preferred securities. Traditional preferred securities are generally equity securities of the issuer that have priority over the
issuer&#146;s common shares as to the payment of dividends (<I>i.e., </I>the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of proceeds of a bankruptcy or other
liquidation, but are subordinate to an issuer&#146;s senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred securities are generally subordinate to an issuer&#146;s trade
creditors and other general obligations. Traditional preferred securities may be perpetual or have a term, and typically have a fixed liquidation (or &#147;par&#148;) value. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The term &#147;preferred securities&#148; also includes certain hybrid securities and other types of preferred securities that do not have the traditional features described above. Preferred securities
that are hybrid securities often behave similarly to investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Such hybrid securities possess varying combinations of
features of both debt and traditional preferred securities and as such they may constitute senior debt, junior debt or preferred shares in an issuer&#146;s capital structure. Thus, they may not be subordinate to a company&#146;s debt securities (as
are traditional preferred securities). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Hybrid securities include trust preferred securities. Trust preferred securities are
typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation or other special purpose entity, generally in the form of beneficial
interests in subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and floating coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust
preferred securities may defer payment of income without triggering an event of default. These securities may have many characteristics of equity due to their subordinated position in an issuer&#146;s capital structure. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by
the investment marketplace to be part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance
characteristics, in common with exchange-listed traditional preferred securities and hybrid securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As a general matter, dividend or interest payments on preferred securities may be cumulative or
<FONT STYLE="white-space:nowrap">non-cumulative</FONT> and may be deferred (in the case of cumulative payments) or skipped (in the case of <FONT STYLE="white-space:nowrap">non-cumulative</FONT> payments) at the option of the issuer. Generally,
preferred security holders have no voting rights with respect to the issuing company, except in some cases voting rights may arise if the issuer fails to pay the preferred share dividends or if a declaration of default occurs and is continuing.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Preferred securities may either trade
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> (&#147;OTC&#148;) or trade on an exchange. Preferred securities can be structured differently for retail and institutional investors, and the Fund may
invest in preferred </FONT></P>
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securities of either structure. The retail segment is typified by $25 par value exchange-traded securities and the institutional segment is typified by $1,000 par value OTC securities. Both $25
and $1,000 par value securities are often callable at par value, typically at least five years after their original issuance date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:9%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in preferred securities with different distribution structures. The various coupon structures may be broadly characterized as follows: </FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Fixed Rate Preferred Securities </I>are preferred securities that pay a fixed rate of interest throughout the life of the security 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 tends to fall when interest rates rise (and vice versa).
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
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<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Fixed-to-Fixed</FONT></FONT> Preferred Securities </I>are preferred securities
that have a distribution rate of payment that is fixed for a certain period (typically five or ten years when first issued) and such period is usually aligned with the first call date. After the defined period expires, the fixed distribution rate
then resets to another fixed distribution rate, according to a specified formula, and typically resets with the same longer-term frequency for the remaining life of the security (typically five or ten years). </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Fixed-to-Floating</FONT></FONT> Preferred Securities </I>are preferred securities
that have a distribution rate of payment that is fixed for a certain period (typically five or ten years when first issued) and such period is usually aligned with the first call date. After this period, distribution rates vary for the remaining
life of the security, periodically adjusting according to a specified formula, usually with reference to some interest rate index or market interest rate. The value of
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">fixed-to-floating</FONT></FONT> preferred securities may fluctuate less in response to market interest rate movements than the value of preferred securities with a fixed interest
rate, because the interest rate paid by <FONT STYLE="white-space:nowrap">fixed-to</FONT> floating preferred securities is variable. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Floating-Rate Preferred Securities </I>are preferred securities that offer a distribution rate of payment that resets periodically (commonly every
90 days) to an increment over some predetermined interest rate index or benchmark rate. Some commonly used indices include the <FONT STYLE="white-space:nowrap">3-month</FONT> U.S. Treasury bill rate, the
<FONT STYLE="white-space:nowrap">180-day</FONT> U.S. Treasury bill, or the <FONT STYLE="white-space:nowrap">one-month</FONT> or three-month LIBOR. The value of floating-rate preferred securities may fluctuate less in response to market interest rate
movements than the value of preferred securities with a fixed interest rate. For the floating-rate preferred securities that use LIBOR, which is being phased out by the end of 2021, as a benchmark rate, there remains some uncertainty regarding the
future utilization of LIBOR and the nature of any replacement rate. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Preferred securities may be issued with
either a final maturity date, or as a perpetual structure. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer&#146;s option for a specified time without any adverse
consequence to the issuer. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>High Yield Instruments </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">High yield instruments or &#147;junk bonds&#148; that are rated below investment grade involve a greater degree of risk (in particular, a greater risk of default) than, and special risks in addition to,
the risks associated with investment grade instruments. Under rating agency guidelines, medium- and lower-rated instruments and comparable unrated instruments will likely have some quality and protective characteristics that are outweighed by large
uncertainties or major risk exposures to adverse conditions. Medium- and lower-rated instruments may have poor prospects of ever attaining any real investment standing, may have a current identifiable vulnerability to default or be in default, may
be unlikely to have the capacity to pay interest or dividends and repay liquidation preference or principal when due in the event of adverse business, financial or economic conditions, and/or may be likely to be in default or not current in the
payment of interest, dividends, liquidation preference or principal. Such instruments are considered speculative with respect to the issuer&#146;s capacity to pay interest or dividends and repay liquidation preference or principal in accordance with
the terms of the obligation. Accordingly, it is possible that these types of factors could reduce the value of investments held by the Fund with a commensurate effect on the value of the Common Shares. High yield instruments involve substantial risk
of loss and are </FONT></P>
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susceptible to default or decline in market value due to real or perceived adverse economic and business developments or competitive industry conditions, as compared to higher-rated instruments.
These instruments generally provide higher income than investment grade instruments in an effort to compensate investors for their higher risk of default, which is the issuer&#146;s failure to make required interest, dividends, liquidation
preference or principal payments on the securities. High yield instruments issuers include small or relatively new companies lacking the history or capital to merit investment-grade status, former blue chip companies downgraded because of financial
problems, companies electing to borrow heavily to finance or avoid a takeover or buyout, and firms with heavy debt loads. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The
secondary markets for these instruments are generally not as liquid as the secondary markets for higher rated instruments. The secondary markets for high yield instruments are concentrated in relatively few market makers and the participants in the
market are mostly institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher-rated instruments, and
the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the ability of the Fund to dispose of
particular portfolio investments, may adversely affect the Fund&#146;s NAV per share and may limit the ability of the Fund to obtain accurate market quotations for purposes of valuing instruments and calculating NAV. If the Fund is not able to
obtain precise or accurate market quotations for a particular instrument, it will become more difficult to value the Fund&#146;s portfolio investments, and a greater degree of judgment may be necessary in making such valuations. Less liquid
secondary markets may also affect the ability of the Fund to sell securities at their fair value. If the secondary markets for high yield instruments contract due to adverse economic conditions or for other reasons, certain instruments in the
Fund&#146;s portfolio may become illiquid and the proportion of the Fund&#146;s assets invested in illiquid securities may significantly increase. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Prices for high yield instruments may be affected by legislative and regulatory developments. These laws could adversely affect the Fund&#146;s NAV and investment practices, the secondary market for high
yield instruments, the financial condition of issuers of these securities and the value of outstanding high yield securities. See &#147;Risks&#151;Portfolio Level Risks&#151;Below Investment Grade Risk&#148; in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">High yield instruments rated in the lower rating categories (Caa1 or lower by Moody&#146;s, CCC+ or lower by S&amp;P or Fitch, or
comparably rated by another NRSRO) are subject to very high credit risk. The Fund may not invest in an issuer who is in default on its obligations to pay principal or interest thereon when due or that is in bankruptcy or insolvency proceedings.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Regulation S Securities </B></FONT></P>  <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may seek to provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in the Subsidiary. The Fund may also invest directly in Regulation S securities that
are freely tradable in the U.S. Regulation S securities are debt or equity securities of U.S. and foreign issuers offered through private offerings exempt from registration with the SEC pursuant to Regulation S of the 1933 Act. Offerings of
Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Although Regulation S securities may be resold in privately
negotiated transactions, the price realized from these sales could be less than the price originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure of other investor protection
requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S securities may involve a high degree of business and financial risk and may result in substantial losses. See &#147;Risks&#151;Fund Level
Risks&#151;Subsidiary Risk&#148; and &#147;&#151;Portfolio Level Risks&#151;Regulation S Securities Risk&#148; in the Prospectus. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Illiquid Investments </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in illiquid investments (<I>i.e.</I>, investments that are not readily marketable), including, but not limited to, restricted investments (investments the disposition of which is
restricted under the federal securities laws), investments that may be resold only pursuant to Rule 144A under the 1933 Act that are deemed to be illiquid, and certain repurchase agreements. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Restricted investments 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 1933 Act. Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell an investment under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell. To
the extent that the Board of Trustees or its delegatee determines that the price of any illiquid investment provided by the pricing service is inappropriate, such investment will be priced at a fair value as determined in good faith by the Board of
Trustees or its delegatee. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Hedging Strategies and Other Uses of Derivatives </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may use certain derivative instruments in pursuit of its investment objective. Such instruments include financial futures
contracts, forward contracts, swap contracts (including interest rate, total return and credit default swaps), options on financial futures, options on swap contracts or other derivative instruments. The credit default swaps in which the Fund may
invest include CDX and single-name CDS. A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps on high-yield bonds. Certain CDX indices are subject to mandatory central clearing and exchange trading,
which may reduce counterparty credit risk and increase liquidity compared to other credit default swaps or CDX transactions. Unlike other types of credit default swaps, single-name CDS do not have the benefit of diversification across many issuers.
Interest rate swaps involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. The Fund will usually enter into interest
rate swaps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two
payments. See &#147;&#151;Segregation of Assets&#148; below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may periodically engage in hedging transactions, and
otherwise use various types of derivative instruments, described below, to reduce risk, to effectively gain particular market exposures, to seek to enhance returns, and to reduce transaction costs, among other reasons. The Fund will value derivative
instruments at market/fair value for purposes of calculating compliance with the Fund&#146;s 80% investment policy in investments in fixed-income investments of any type, which are subject to the Impact Criteria or Nuveen&#146;s ESG criteria.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#147;Hedging&#148; is a term used for various methods of seeking to preserve portfolio capital value by offsetting price
changes in one investment through making another investment whose price should tend to move in the opposite direction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A
&#147;derivative&#148; is a financial contract whose value is based on (or &#147;derived&#148; from) a traditional security (such as a stock or a bond), an asset (such as a commodity like gold), or a market index (such as the Bloomberg Barclays
Municipal Bond Index). Some forms of derivatives may trade on exchanges, while <FONT STYLE="white-space:nowrap">non-standardized</FONT> derivatives, which tend to be more specialized and complex, trade in <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">&#147;over-the-counter&#148;</FONT></FONT> or a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">one-on-one</FONT></FONT> basis. It may be desirable and possible in various market environments to partially
hedge the portfolio against fluctuations in market value due to market interest rate or credit quality fluctuations, or instead to gain a desired investment exposure, by entering into various types of derivative transactions, including financial
futures and index futures as well as related put and call options on such instruments, structured notes, or interest rate swaps on taxable or <FONT STYLE="white-space:nowrap">tax-exempt</FONT> securities or indexes (which may be
&#147;forward-starting&#148;), credit default swaps, and options on interest rate swaps, among others. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">These transactions present certain risks. In particular, the imperfect correlation between
price movements in the futures contract and price movements in the securities being hedged creates the possibility that losses on the hedge by a Fund may be greater than gains in the value of the securities in the Fund&#146;s portfolio. In addition,
futures and options markets may not be liquid in all circumstances. As a result, in volatile markets, the Fund may not be able to close out the transaction without incurring losses substantially greater than the initial deposit. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Finally, the potential deposit requirements in futures contracts create an ongoing greater potential financial risk than do options
transactions, where the exposure is limited to the cost of the initial premium. Losses due to hedging transactions will reduce yield. Net gains, if any, from hedging and other portfolio transactions will be distributed as taxable distributions to
shareholders. Successful implementation of most hedging strategies will generate taxable income. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund will invest in
these instruments only in markets believed by Nuveen Asset Management to be active and sufficiently liquid. Successful implementation of most hedging strategies will generate taxable income. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Swap Transactions. </I>The Fund may enter into total return, interest rate and credit default swap agreements and interest rate caps,
floors and collars. The Fund may also enter into options on the foregoing types of swap agreements (&#147;swap options&#148;). </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may enter into swap transactions for any purpose consistent with its investment objective 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 attempt to reduce risk
arising from the ownership of a particular instrument, or to gain exposure to certain sectors or markets in the most economical way possible. 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 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, <I>e.g.</I>, 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. See &#147;&#151;Segregation of Assets&#148; below.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Some, but not all, swaps may be cleared, in which case a central clearing counterparty stands between each buyer and seller
and effectively guarantees performance of each contract, to the extent of its available resources for such purpose. Uncleared swaps have no such protection; each party bears the risk that its direct counterparty will default. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Interest Rate Swaps, Caps, Collars and Floors. </I>Interest rate swaps are bilateral contracts in which each party agrees to make
periodic payments to the other party based on different referenced interest rates (<I>e.g., </I>a fixed rate and a floating rate) applied to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the
extent that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor
or vice versa to protect the Fund against interest rate movements exceeding given minimum or maximum levels. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Depending on the
state of interest rates in general, the Fund&#146;s use of interest rate swaps could enhance or harm the overall performance of Common Shares. To the extent interest rates decline, the value of the interest
</FONT></P>
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rate swap could decline, and could result in a decline in the NAV of Common Shares. In addition, if the counterparty to an interest rate swap defaults, the Fund would not be able to use the
anticipated net receipts under the swap to offset the interest payments on borrowings or the dividend payments on any outstanding preferred shares. Depending on whether the Fund would be entitled to receive net payments from the counterparty on the
swap, which in turn would depend on the general state of short-term interest rates at that point in time, such a default could negatively impact the performance of Common Shares. In addition, at the time an interest rate swap transaction reaches its
scheduled termination date, there is a risk that the Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. If this occurs, it could have a negative
impact on the performance of Common Shares. The Fund could be required to prepay the principal amount of any borrowings. Such redemption or prepayment would likely result in the Fund seeking to terminate early all or a portion of any swap
transaction. Early termination of a swap could result in a termination payment by or to the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Total Return Swaps.
</I>In a total return swap, one party agrees to pay the other the &#147;total return&#148; 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 Fund 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 Nuveen Asset Management to assume risk, without the
complications of buying the component securities from what may not always be the most liquid of markets. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Credit Default
Swaps. </I>A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. The Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund may buy
protection to attempt to mitigate the risk of default or credit quality deterioration in an individual security or a segment of the fixed-income securities market to which it has exposure, or to take a &#147;short&#148; position in individual bonds
or market segments which it does not own. The Fund 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.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As the buyer of protection in a credit default swap, the Fund would 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 Fund. Thus, the cost to the Fund would be the
premium paid with respect to the agreement. If a credit event occurs, however, the Fund 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 Fund bears the risk that the protection seller may fail to satisfy its payment obligations. If the Fund sells or writes credit default swaps, the Fund will segregate the full notional amount of the payment obligation under
the credit default swap that must be paid upon the occurrence of a credit event. See &#147;&#151;Segregation of Assets&#148; below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">If the Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund would generally receive an <FONT STYLE="white-space:nowrap">up-front</FONT> payment or a periodic stream
of payments over the term of the swap. If a credit event occurs, however, generally the Fund 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 Fund effectively adds leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the
notional amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligation(s) directly, plus the additional risks related to obtaining investment exposure through a derivative instrument discussed below under
&#147;&#151;Risks Associated with Swap Transactions.&#148; </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Swap Options. </I>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 Fund may write (sell) and purchase put and call swap options. Depending on the
terms of the particular option agreement, the Fund generally would incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund 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 Fund writes a swap option, upon exercise of the option the Fund would become obligated according to the terms of the underlying agreement. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Risks Associated with Swap Transactions. </I>The use of swap transactions is a highly specialized activity which involves strategies
and risks different from those associated with ordinary portfolio security transactions. See &#147;Risks&#151;Portfolio Level Risks&#151;Risk of Swaps and Swap Options&#148; in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Futures and Options on Futures. </I>A futures contract is an agreement between two parties to buy and sell a security, index or
interest rate (each a &#147;financial instrument&#148;) 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 (same exchange, underlying financial instrument, and delivery month). 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Options on Currencies. </I>The Fund may purchase put and call options on foreign currencies.
A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the
obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller
or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying currency depreciates. While purchasing a
foreign currency option may protect the Fund against an adverse movement in the value of a foreign currency, it would limit the gain which might result from a favorable movement in the value of the currency. For example, if the Fund were holding
securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however, the amount of the
Fund&#146;s gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered into a contract to purchase a security denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the
value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead depreciated in value. In such a case, the Fund could acquire the amount of foreign currency needed for
settlement in the spot market at a lower price than the exercise price of the option. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Forward Currency Contracts and other
Foreign Currency Transactions. </I>The Fund may enter into forward currency contracts. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders </FONT></P>
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(usually large commercial banks) and their customers. Unlike futures contracts, which are standardized contracts, forward contracts can be specifically drawn to meet the needs of the parties that
enter into them. The parties to a forward currency contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated exchange. Because forward contracts are not traded on
an exchange, the Fund is subject to the credit and performance risk of the counterparties to such contracts. The following, among others, are types of currency management strategies involving forward contracts that may be used by the Fund. The Fund
also may use currency futures contracts and options thereon, put and call options on foreign currencies and currency swaps for the same purposes. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>Position Hedges. </I>The Fund could also use forward contracts to lock in the U.S. dollar value of portfolio positions. This is known as a &#147;position hedge.&#148; When the Fund believes that a
foreign currency might suffer a substantial decline against the U.S. dollar, it could enter into a forward contract to sell an amount of that foreign currency approximating the value of some or all of the Fund&#146;s portfolio investments
denominated in that foreign currency. When the Fund believes that the U.S. dollar might suffer a substantial decline against a foreign currency, it could enter into a forward contract to buy that foreign currency for a fixed dollar amount.
Alternatively, the Fund could enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount if the Fund&#146;s portfolio managers believe that the U.S. dollar value of that foreign currency will fall whenever
there is a decline in the U.S. dollar value of the currency in which portfolio investments of the Fund are denominated. This is referred to as a &#147;cross hedge.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>Shifting Currency Exposure. </I>The Fund may also enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to
foreign currency or from one foreign currency to another foreign currency. This strategy tends to limit exposure to the currency sold, and increase exposure to the currency that is purchased, much as if the Fund had sold an investment denominated in
one currency and purchased an equivalent investment denominated in another currency. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Other Investment Companies </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in securities of other open or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies (including
ETFs) that invest primarily in fixed-income investments of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its Managed Assets in pooled investment vehicles (other than investment companies) that invest
primarily in fixed-income investments of the types in which the Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or other pooled investment vehicles either during periods when it has large
amounts of uninvested cash, such as the period shortly after the Fund receives the proceeds of an offering of its Common Shares or borrowing or during periods when there is a shortage of attractive fixed-income investments available in the market.
The Fund may invest in investment companies that are advised by Nuveen Fund Advisors, Nuveen Asset Management or their respective affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC. As a stockholder
in an investment company, the Fund will bear its ratable share of that investment company&#146;s expenses and would remain subject to payment of the Fund&#146;s management, advisory and administrative fees with respect to assets so invested. Common
Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. Moreover, the Fund will consider the investments of underlying investment companies when determining compliance with its
own concentration policy, to the extent the Fund has sufficient information about such investments. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors will
take expenses into account when evaluating the investment merits of an investment in an investment company relative to available fixed-income investments. In addition, the securities of other investment companies may also be leveraged and will
therefore be subject to the same leverage risks described herein. As described in the Fund&#146;s Prospectus, the NAV and market value of leveraged shares will be more volatile and the yield to Common Shareholders will tend to fluctuate more than
the yield generated by unleveraged shares. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Repurchase Agreements </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">As temporary investments, the Fund may invest in repurchase agreements. A repurchase agreement is a contractual agreement whereby the seller of securities (U.S. government securities or municipal
securities) agrees to repurchase the same security at a specified price on a future date agreed upon by the parties. The agreed-upon repurchase price determines the yield during the Fund&#146;s holding period. Repurchase agreements are considered to
be loans collateralized by the underlying security that is the subject of the repurchase contract. Income generated from transactions in repurchase agreements will be taxable. The Fund will only enter into repurchase agreements with registered
securities dealers or domestic banks that, in the opinion of Nuveen Asset Management, present minimal credit risk. The risk to the Fund is limited to the ability of the issuer to pay the agreed-upon repurchase price on the delivery date; however,
although the value of the underlying collateral at the time the transaction is entered into always equals or exceeds the agreed-upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal and interest. In
the event of default, the collateral may be sold but the Fund might incur a loss if the value of the collateral declines, and might incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security, realization upon the collateral by the Fund may be delayed or limited. Nuveen Asset Management will monitor the value of the collateral at the time the transaction is
entered into and at all times subsequent during the term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed-upon repurchase price. In the event the value of the collateral declines below the
repurchase price, Nuveen Asset Management will demand additional collateral from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Dollar Rolls </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund
may enter into mortgage &#147;<I>dollar rolls</I>&#148; in which the Fund sells mortgage-backed securities and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on
a specified future date. During the period between the sale and repurchase (the &#147;<I>roll period</I>&#148;), the Fund forgoes principal and interest paid on the mortgage-backed securities. However, the Fund would benefit to the extent of any
difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the &#147;<I>drop</I>&#148;) plus any fee income received. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the investment performance of the Fund will be less than what the performance would have been without
the use of the mortgage dollar roll. The Fund will segregate until the settlement date cash or liquid securities in an amount equal to the forward purchase price. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Short-Term Taxable Fixed Income Securities </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">For temporary defensive
purposes or to keep cash on hand fully invested, the Fund may invest up to 100% of its net assets in cash equivalents and short-term taxable fixed-income securities, although the Fund intends to invest in taxable short-term investments only in the
event that suitable <FONT STYLE="white-space:nowrap">tax-exempt</FONT> short-term investments are not available at reasonable prices and yields. Short-term taxable fixed income investments are defined to include, without limitation, the following:
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1) U.S. government securities, including bills, notes and bonds differing as to maturity and rates of
interest that are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a)&nbsp;the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b)&nbsp;the Federal Home
Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c)&nbsp;FNMA, whose securities are supported by the discretionary
authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d)&nbsp;the Student </FONT></P>
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Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or
instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies, and instrumentalities do not guarantee the market value of their securities. Consequently, the value of
such securities may fluctuate. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(2) Certificates of Deposit issued against funds deposited in a bank or a
savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of
the certificate on the date specified thereon. Under current Federal Deposit Insurance Company regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by the Fund may
not be fully insured. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(3) Repurchase agreements, which involve purchases of debt securities. At the time the
Fund purchases securities pursuant to a repurchase agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back the securities at a fixed price and time. This assures a
predetermined yield for the Fund during its holding period, since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Fund to invest temporarily available
cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers&#146; acceptances in which the Fund may invest. Repurchase agreements
may be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement
provides that the Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is
less than the repurchase price, the Fund could incur a loss of both principal and interest. Nuveen Asset Management monitors the value of the collateral at the time the action is entered into and at all times during the term of the repurchase
agreement. Nuveen Asset Management does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If the seller were to be subject to a federal bankruptcy
proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">(4) Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes
are direct lending arrangements between the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. Nuveen Asset Management will consider the financial condition of the corporation
(<I>e.g.</I>, earning power, cash flow, and other liquidity measures) and will continuously monitor the corporation&#146;s ability to meet all of its financial obligations, because the Fund&#146;s liquidity might be impaired if the corporation were
unable to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories by a major rating agency and which mature within one year of the date of purchase or carry a variable
or floating rate of interest. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Segregation of Assets </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">As a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company registered with the SEC, the Fund is subject to the federal securities laws, including the 1940 Act, the rules thereunder, and
various interpretive positions of the SEC and its staff. Under current laws, rules and positions, the Fund must maintain liquid assets (often referred to as &#147;asset segregation&#148;), or engage in other SEC staff-approved measures, to
&#147;cover&#148; open positions with respect to certain kinds of derivative instruments and financial agreements (such as reverse repurchase agreements). Generally, the Fund will maintain an amount of liquid assets with its custodian in an amount
at least equal to the current amount of its obligations, including the value of unpaid past and future payment obligations, under derivative instruments </FONT></P>
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and financial agreements, in accordance with SEC guidance. However, the Fund also may &#147;cover&#148; certain obligations by other means such as through ownership of the underlying security or
financial instrument. The Fund also may enter into offsetting transactions with respect to certain obligations consistent with existing guidance from the SEC and its staff so that its combined position, coupled with any liquid assets maintained by
its custodian, equals its net outstanding obligation in related derivatives or financial agreements. In the case of long positions in financial futures contracts that are not contractually required to cash settle, the Fund may set aside or earmark
liquid assets or enter into offsetting positions equal to such contracts&#146; full notional value, less any margin on deposit for liquid assets, while the positions are open. In the case of short positions in financial futures contracts that are
not contractually required to cash settle, the Fund may set aside or earmark liquid assets or enter into offsetting positions equal to such contracts&#146; current market value, less any margin on deposit for liquid assets, while the positions are
open. With respect to financial futures contracts that are contractually required to cash settle, however, the Fund is permitted to set aside liquid assets or enter into an offsetting position in an amount equal to the Fund&#146;s daily <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> net obligations (<I>i.e.</I>, the Fund&#146;s daily net liability) under the contracts, if any, rather than such contracts&#146; full notional value. If the
Fund writes credit default swaps, it will segregate the full notional amount of the payment obligation under the credit default swap that must be paid upon the occurrence of a credit event. The Fund may invest in inverse floating rate securities
issued by special purpose trusts. With respect to such investments, the Fund will segregate or earmark assets in an amount equal to at least 100% of the face amount of the floating rate securities issued by such trusts. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The SEC recently adopted new Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> under the 1940 Act, which imposes limits on the amount of
derivatives a fund can enter into and replaces the asset segregation framework previously used by funds to comply with Section&nbsp;18 of the 1940 Act, among other requirements. The Fund will comply with the new rule&#146;s requirements on or before
the SEC&#146;s compliance date in 2022. See &#147;Risks&#151;Portfolio Level Risks&#151;Derivatives Risk&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund reserves the right to modify its policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">To the extent the Fund uses its assets to cover its obligations as required by the 1940 Act, the rules thereunder, and applicable
positions of the SEC and its staff, such assets may not be used for other operational purposes. Nuveen Fund Advisors and/or Nuveen Asset Management will monitor the Fund&#146;s use of derivatives and will take action as necessary for the purpose of
complying with the asset segregation policy stated above. Such actions may include the sale of the Fund&#146;s portfolio investments. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Portfolio Trading and Turnover </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Portfolio trading may be undertaken to accomplish the investment objective of the Fund in relation to actual and anticipated movements in interest rates. In addition, an investment may be sold and another
of comparable quality purchased at approximately the same time to take advantage of what Nuveen Asset Management believes to be a temporary price disparity between the two investments. Temporary price disparities between two comparable investments
may result from supply and demand imbalances where, for example, a temporary oversupply of certain investments may cause a temporarily low price for such investments, as compared with other investments of like quality and characteristics.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An investment also may be sold when Nuveen Asset Management anticipates a change in the price of such investment, Nuveen
Asset Management believes the price of an investment has reached or is near a realistic maximum, or there are other investments that Nuveen Asset Management believes are more attractive given the Fund&#146;s investment objective. The Fund also may
engage to a limited extent in short-term trading consistent with its investment objective. Investments may be sold in anticipation of a market decline or purchased in anticipation of a market rise and later sold, but the Fund will not engage in
trading solely to recognize a gain. Subject to the foregoing, the Fund will attempt to achieve its investment objective by prudent selection of investments with a view to holding them for investment. While there can be no assurance thereof, the Fund
anticipates that its annual portfolio turnover rate generally will not exceed 75% under normal circumstances. However, the rate of turnover </FONT></P>
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will not be a limiting factor when the Fund deems it desirable to sell or purchase investments. Therefore, depending on market conditions, the annual portfolio turnover rate of the Fund may
exceed 75% in particular years. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. High portfolio turnover may result in the realization of net
short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_5"></A><A NAME="tx47790_4"></A>MANAGEMENT OF THE FUND </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>TRUSTEES AND OFFICERS </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The management of the Fund, including general supervision of the duties performed for the Fund under the investment management agreement
with Nuveen Fund Advisors (the &#147;Investment Management Agreement&#148;), is the responsibility of the Board of Trustees of the Fund. The number of trustees of the Fund is ten, none of whom are an &#147;interested person&#148; (as the term
&#147;interested person&#148; is defined in the 1940 Act) (referred to herein as &#147;independent trustees&#148;). None of the independent trustees has ever been a director, trustee or employee of, or consultant to, Nuveen, Nuveen Fund Advisors,
Nuveen Asset Management, or their affiliates. The Board of Trustees is divided into three classes, Class&nbsp;I, Class&nbsp;II and Class&nbsp;III, the Class&nbsp;I trustees serving until the 2022 annual meeting, the Class&nbsp;II trustees serving
until the 2023 annual meeting and the Class&nbsp;III trustees serving until the 2024 annual meeting, in each case until their respective successors are elected and qualified, as described below. Currently, William C. Hunter, Judith M. Stockdale,
Carole E. Stone and Margaret L. Wolff are slated in Class&nbsp;I, John K. Nelson, Terence J. Toth and Robert L. Young are slated in Class&nbsp;II and Jack B. Evans, Albin F. Moschner and Matthew Thornton III are slated in Class&nbsp;III. If the Fund
issues preferred shares, two of the Fund&#146;s trustees would be elected by the holders of such preferred shares, voting separately as a class. The remaining trustees of the Fund would be elected by holders of common shares and preferred shares,
voting together as a class. In the event that the Fund fails to pay dividends on outstanding preferred shares for two years, holders of preferred shares would be entitled to elect a majority of trustees of the Fund. The officers of the Fund serve
indefinite terms until their successor has been duly elected and qualified, their death or their resignation or removal. The names, business addresses and years of birth of the trustees and officers of the Fund, their principal occupations and other
affiliations during the past five years, the number of portfolios each trustee oversees and other directorships they hold are set forth below. Except as noted in the table below, as of March 8, 2021 the trustees of the Fund are directors or
trustees, as the case may be, of 68 Nuveen-sponsored <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds (the &#147;Nuveen Mutual Funds&#148;); and 63 Nuveen-sponsored <FONT STYLE="white-space:nowrap">closed-end</FONT> funds and 13
Nuveen-sponsored exchange-traded funds (collectively with the Nuveen Mutual Funds and the Nuveen-sponsored <FONT STYLE="white-space:nowrap">closed-end</FONT> funds, the &#147;Nuveen Funds&#148;). </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">37 </FONT></P>



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<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="31%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="11%"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by<BR>Trustee<BR>During
Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top" COLSPAN="11"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Independent Trustees</B></FONT></P></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Terence J. Toth</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1959)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chair&nbsp;of<BR>the&nbsp;Board<BR>and&nbsp;Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;II</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length&nbsp;of Service&#151;<BR>Since
2008</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, <FONT STYLE="white-space:nowrap">Co-Founding</FONT> Partner, Promus Capital (investment advisory firm) (2008-2017); Director of Quality Control Corporation
(manufacturing) (since 2012); formerly, Director of Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director,
Legal&nbsp;&amp; General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative
Management&nbsp;&amp; Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); Member of Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy)
(since 2012) and is Chair of its Investment Committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); 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).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">38 </FONT></P>



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<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="28%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="13%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Trustee</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>During Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jack B. Evans</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1948)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;III</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length&nbsp;of&nbsp;Service&#151;<BR>Since
1999</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chairman (since 2019), formerly, President (1996-2019), The Hall- Perrine Foundation, (private philanthropic corporation); Life Trustee of Coe College and the Iowa College
Foundation; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); formerly, Director (1998-2003), Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc.
(regional financial services firm); formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2000-2004); formerly, Director (1996-2015), The Gazette Company (media and publishing).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Director&nbsp;and Chairman (since 2009), United Fire Group, a publicly held company; formerly, Director (2000-2004), Alliant
Energy.</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">39 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


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<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="28%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="13%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Trustee</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>During Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">William C. Hunter</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1948)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;I</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length of Service&#151;<BR>Since
2003</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014) of Beta Gamma Sigma, Inc., The
International Business Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance (2003-2006), School of Business at the University of Connecticut;
previously, Senior Vice President and Director of Research (1995-2003) at the Federal Reserve Bank of Chicago.</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Director (since 2009) of Wellmark, Inc.; formerly, Director <FONT STYLE="white-space:nowrap">(2004-2018)</FONT> of Xerox
Corporation.</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">40 </FONT></P>



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<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="30%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="11%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by<BR>Trustee<BR>During
Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Albin F. Moschner</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1952)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;III</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length&nbsp;of&nbsp;Service&#151;<BR>Since
2016</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer
wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer <FONT STYLE="white-space:nowrap">(2004-2008);</FONT> formerly, President, Verizon Card Services division of Verizon Communications,
Inc. (telecommunication services) (2000- 2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider)
(1996-1997); formerly, various executive positions (1991-1996), including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Chairman (2019)&nbsp;and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly,
Director, Wintrust Financial Corporation <FONT STYLE="white-space:nowrap">(1996-2016).</FONT></FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">41 </FONT></P>



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<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="36%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="10%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by<BR>Trustee<BR>During
Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">John K. Nelson</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1962)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;II<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2013</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served on The President&#146;s
Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP (2012- 2014); former
Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various
executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">42 </FONT></P>



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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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<TR>

<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="36%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="10%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by<BR>Trustee<BR>During
Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Judith M. Stockdale</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1947)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;I<BR>Length&nbsp;of&nbsp;Service&#151;</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Since
1997</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Board Member of the Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since
2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019);
formerly, Executive Director</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land
conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lake states&#146; Governors to take a regional approach to improving the health of the Great
Lakes) (1990-1994).</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Carole E. Stone</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1947)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;I<BR>Length of Service&#151;</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Since
2007</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Former Director, Chicago Board Options Exchange (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority
Reform (2005-2010).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Director, Cboe Global Markets, Inc. (2010-2020) (formerly named CBOE Holdings, Inc.).</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">43 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="30%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="16%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Directorships</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Held by</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Trustee</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>During Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Matthew Thornton III</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1958)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;III<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2020</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (&#147;FedEx&#148;) (provider of
transportation, <FONT STYLE="white-space:nowrap">e-commerce</FONT> and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly,
Member of the Board of Directors (2012-2018), Safe Kids Worldwide<FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">&reg;</SUP></FONT></FONT><FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUB STYLE="vertical-align:baseline; position:relative; top:.4ex"> </SUB></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"><FONT STYLE="white-space:nowrap">(non-profit</FONT> organization
dedicated to preventing childhood injuries).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Member of the Board of Directors (since 2014), The <FONT STYLE="white-space:nowrap">Sherwin-Williams</FONT> Company (develops, manufactures, distributes and sells&nbsp;paints,
coatings and related products); Member of the Board of Directors (since&nbsp;2020), Crown Castle International (provider of communications infrastructure).</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Margaret L. Wolff</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1955)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;I</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length&nbsp;of&nbsp;Service&#151;<BR>Since
2016</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Of Counsel (2005- 2014), Skadden, Arps, Slate, Meagher&nbsp;&amp; Flom LLP (Mergers&nbsp;&amp; Acquisitions Group) (legal services); Member of the Board of Trustees of New
York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice
Chair (2011- 2015) of the Board of Trustees of Mt. Holyoke College.</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Member of the Board of Directors (2013- 2017) of Travelers Insurance Company of Canada and</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">The&nbsp;Dominion of Canada General&nbsp;Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies,
Inc.).</FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">44 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="36%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="10%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term of Office<BR>and&nbsp;Length
of<BR>Time&nbsp;Served&nbsp;with<BR>Funds&nbsp;in&nbsp;the&nbsp;Fund<BR>Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of<BR>Portfolios<BR>in&nbsp;Fund<BR>Complex<BR>Overseen&nbsp;By<BR>Trustee</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other<BR>Directorships<BR>Held by<BR>Trustee<BR>During
Past<BR>Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Robert L. Young</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333&nbsp;West&nbsp;Wacker&nbsp;Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1963)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Class&nbsp;II</FONT><BR> <P STYLE="margin-bottom:1px; margin-top:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Length&nbsp;of&nbsp;Service&#151;<BR>Since
2017</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Chief Operating Officer and Director, J.P.&nbsp;Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer
(2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P.&nbsp;Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and
formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">144</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
</TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">45 </FONT></P>



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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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<TR>

<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term&nbsp;of&nbsp;Office<BR>and&nbsp;Length of<BR>Time&nbsp;Served&nbsp;with<BR>Funds in the<BR>Fund
Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupations&nbsp;Including<BR>Other&nbsp;Directorships&nbsp;During<BR>Past&nbsp;Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Officers of the Fund:</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">David J. Lamb</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1963)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chief<BR>Administrative<BR>Officer</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2015</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2020); Managing Director (since 2017), formerly, Senior Vice President of Nuveen, LLC (2006-2017),
Vice President prior to 2006.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mark J. Czarniecki</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">901 Marquette Avenue</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Minneapolis, MN 55402</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">1979</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President<BR>and Assistant<BR>Secretary</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length of Service&#151;<BR>Since 2013</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant
Secretary of Nuveen Asset Management, LLC (since 2018); Vice President and Associate General Counsel of Nuveen, LLC (since 2013).</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Diana R. Gonzalez</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">1978</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President<BR>and Assistant<BR>Secretary</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length of Service&#151;<BR>Since 2017</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President and Associate General Counsel of Nuveen, LLC (since 2017); Associate General Counsel
of Jackson National Asset Management (2012-2017).</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nathaniel T. Jones</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1979)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President<BR>and Treasurer</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2016</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen, LLC; Managing Director (since 2015) of Nuveen Fund
Advisors, LLC; Chartered Financial Analyst.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Tina M. Lazar</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1961)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2002</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Brian J. Lockhart</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1974)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length of Service&#151;<BR>Since 2019</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen, LLC; Head of Investment Oversight (since
September 2017), formerly, Team Leader of Manager Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jacques M. Longerstaey</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">8500&nbsp;Andrew&nbsp;Carnegie&nbsp;Blvd.</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Charlotte, NC 28262</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1963)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR><BR></FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2019</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;<BR>&nbsp;<BR>&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and
Model Risk Officer, Wealth&nbsp;&amp; Investment Management Division, Wells Fargo Bank (NA) (2013-2019).</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">46 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term&nbsp;of&nbsp;Office<BR>and&nbsp;Length of<BR>Time&nbsp;Served&nbsp;with<BR>Funds in the<BR>Fund
Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupations&nbsp;Including<BR>Other&nbsp;Directorships&nbsp;During<BR>Past&nbsp;Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Kevin J. McCarthy</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1966)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President<BR>and Assistant<BR>Secretary</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2007</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing
Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing
Director (since 2017), Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, <FONT STYLE="white-space:nowrap">Co-General</FONT> Counsel (2011-2020), Executive Vice President <FONT STYLE="white-space:nowrap">(2016-2017),</FONT> Managing
Director, (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Associate General Counsel (2011-2020), Executive Vice President <FONT
STYLE="white-space:nowrap">(2016-2017)</FONT> and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), (formerly, Assistant Secretary) of NWQ Investment Management Company, LLC, Santa Barbara
Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jon Scott Meissner</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">8500&nbsp;Andrew Carnegie&nbsp;Blvd.</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Charlotte, NC 28262</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1973)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President<BR>and Assistant<BR>Secretary</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length of Service&#151;<BR>Since 2019</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Director of Teachers
Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account <FONT STYLE="white-space:nowrap">VA-1</FONT> and the
CREF Accounts; has held various positions with TIAA since 2004.</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">47 </FONT></P>



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<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term&nbsp;of&nbsp;Office<BR>and&nbsp;Length of<BR>Time&nbsp;Served&nbsp;with<BR>Funds in the<BR>Fund
Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupations&nbsp;Including<BR>Other&nbsp;Directorships&nbsp;During<BR>Past&nbsp;Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Deann D. Morgan</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">730 Third Avenue</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
STYLE="font-family:Times New Roman" SIZE="2">New York, NY 10017</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1969)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since February<BR>2020</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">President of Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product at Nuveen, LLC (since November 2019);
<FONT STYLE="white-space:nowrap">Co-Chief</FONT> Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018); Managing Director, Head of Wealth Management Product Structuring&nbsp;&amp; COO Multi
Asset Investing, The Blackstone Group (2013-2017).</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Christopher M. Rohrbacher</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1971)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President<BR>and Assistant<BR>Secretary</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2008</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director (since 2017), General Counsel (since 2020) and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC;
Managing Director (since 2017) of Nuveen Securities, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017), and Associate General Counsel (since 2016),
formerly, Senior Vice President (2012- 2017) and Assistant General Counsel (2008-2016) of Nuveen, LLC.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">William A. Siffermann</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1975)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2017</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen, LLC.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">E. Scott Wickerham</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">8500 Andrew</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Carnegie Boulevard</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Charlotte, NC</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">28262 (1973)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President<BR>and Controller</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite&#151;<BR>Since 2019</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Senior Managing Director, Head of Fund Administration at Nuveen, LLC (since 2019), formerly, Managing Director; Senior Managing Director (since 2019), of Nuveen Fund Advisors, LLC;
Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account <FONT STYLE="white-space:nowrap">VA-1</FONT> and Principal Financial Officer, Principal
Accounting Officer (since 2020) and Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mark L. Winget</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1968)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice&nbsp;President<BR>and Secretary</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 2008</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President,
Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008- 2016) of Nuveen,
LLC.</FONT></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">48 </FONT></P>



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<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name,&nbsp;Business&nbsp;Address</B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>and Year of Birth</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Position(s)<BR>Held with<BR>Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Term&nbsp;of&nbsp;Office<BR>and&nbsp;Length of<BR>Time&nbsp;Served&nbsp;with<BR>Funds in the<BR>Fund
Complex</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000">
<P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Principal&nbsp;Occupations&nbsp;Including<BR>Other&nbsp;Directorships&nbsp;During<BR>Past&nbsp;Five&nbsp;Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Gifford R. Zimmerman</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">333 West Wacker Drive</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, IL 60606</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">(1956)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chief<BR>Compliance<BR>Officer and<BR>Vice<BR>President</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Term&#151;Indefinite<BR>Length&nbsp;of&nbsp;Service&#151;<BR>Since 1988</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly, Managing Director (2002-2020) and Assistant Secretary (2002-2020) of Nuveen Securities, LLC; formerly, Managing Director (2002-2020), Assistant Secretary (1997-2020) and <FONT
STYLE="white-space:nowrap">Co-General</FONT> Counsel (2011-2020) of Nuveen Fund Advisors, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; formerly, Managing Director, Assistant Secretary and
Associate General Counsel of Nuveen Asset Management, LLC (2011-2020); formerly, Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (2002-2020), Santa Barbara Asset Management, LLC (2006-2020) and Winslow Capital
Management, LLC (2010-2020); Chartered Financial Analyst.</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Organization and Management of Wholly-Owned Subsidiary </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may seek to provide exposure to Regulation S securities that are not freely tradable in the U.S. by investing in the Subsidiary,
a wholly owned subsidiary of the Fund. The Subsidiary is advised by Nuveen Asset Management, which complies with the provisions of Section 15 of the 1940 Act relating to investment advisory contracts as an investment adviser to the Fund under
Section 2(a)(20) of the 1940 Act. The Subsidiary invests primarily in Regulation S securities. The Fund and the Subsidiary each complies with the provisions of the 1940 Act regarding capital structure. In addition, the Subsidiary complies with the
provisions of Section 17 of the 1940 Act relating to affiliated transactions and custody of portfolio investments. The Fund&#146;s custodian also serves as the custodian to the Subsidiary. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered office is located at the offices of Walkers
Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The Subsidiary&#146;s affairs are overseen by a board of directors, which is comprised of [&#149;] and [&#149;]. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset Management provides investment management and administrative services to the Subsidiary. Nuveen Asset Management will
provide investment management and other services to the Subsidiary. Nuveen Asset Management will not receive separate compensation from the Subsidiary for providing it with investment management or administrative services. However, the Fund will pay
Nuveen Asset Management based on the Fund&#146;s assets, including the assets invested in the Subsidiary. The Subsidiary will also enter into separate contracts for the provision of custody and audit services with the same or with affiliates of the
same service providers that provide those services to the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary is managed pursuant to compliance policies and
procedures that are the same, in all material respects, as the policies and procedures adopted by the Fund. As a result, Nuveen Asset Management, in managing the Subsidiary&#146;s portfolio, is subject to the same investment policies and
restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary&#146;s portfolio investments and shares
of the Subsidiary. These policies and restrictions are described elsewhere in detail in the Prospectus and this SAI. The Fund and the Subsidiary test for compliance with certain investment restrictions on a consolidated basis, except that with
respect to its investments in certain securities that may involve leverage, the Subsidiary complies with asset segregation requirements to the same extent as the Fund. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">49 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Board Leadership Structure and Risk Oversight </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the &#147;Board&#148;) oversees the
operations and management of the Nuveen Funds (the &#147;Funds&#148;), including the duties performed for each Fund by its investment adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who
serve on the board of every fund in the complex. In adopting a unitary board structure, the trustees seek to provide effective governance through establishing a board, the overall composition of which, will, as a body, possess the appropriate
skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Funds&#146; business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee
discussed below, seeks nominees for the Board, the trustees consider, not only the candidate&#146;s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board&#146;s
diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of
background (including, among other things, gender, race and ethnicity), skills, 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Board believes the unitary board structure enhances good and effective
governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises
common issues that must be addressed by the trustees across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and
oversee common policies and procedures which increases the Board&#146;s knowledge and expertise withrespect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board&#146;s influence and
oversight over the investment adviser and other service providers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In an effort to enhance the independence of the Board, the
Board also has a chair that is an independent trustee. The Board recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for
fund management, and reinforcing the Board&#146;s focus on the long-term interests of shareholders. The Board recognizes that a chair 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 Terence J. Toth as the independent chair of the Board. Pursuant to the Funds&#146; By-laws, the Chair shall perform all duties incident to the office of Chair of the Board and such other duties as
from time to time may be assigned to him or her by the trustees or the By-laws. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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 Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has
delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of trustees among the different committees
allows the trustees to gain additional and different perspectives of the Fund&#146;s operations. The Board has established six standing committees: the Executive Committee, the Dividend Committee, the
<FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Nominating and Governance Committee. The Board also may 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. Mr.&nbsp;Toth, Chair, Mr.&nbsp;Moschner and Ms.&nbsp;Wolff serve as
the current members of the Executive Committee of the Board. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Board has an Audit Committee, in accordance with Section 3(a) (58)(A) of the Securities
Exchange Act of 1934 (&#147;1934 Act&#148;), that is composed of Independent Trustees who are also &#147;independent&#148; as that term is defined in the listing standards of the NYSE pertaining to closed-end funds. The Audit Committee assists the
Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds; the
Funds&#146; compliance with legal and regulatory requirements relating to the Funds&#146; financial statements; the independent auditors&#146; qualifications, performance and independence; and the pricing procedures of the Funds and the internal
valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit
Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds&#146; portfolios. Subject to the Board&#146;s general supervision of such actions, the Audit Committee addresses any valuation issues,
oversees the Funds&#146; pricing procedures and actions taken by Nuveen&#146;s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Funds&#146; securities brought to its
attention and considers the risks to the Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external
auditors for the Funds and the internal audit group at Nuveen. 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 Funds&#146; 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 Ms.&nbsp;Stone, Chair, Mr.&nbsp;Evans,
Dr.&nbsp;Hunter, Mr.&nbsp;Nelson, Mr. Moschner and Ms.&nbsp;Stockdale, each of whom is an independent trustee of the Funds. A copy of the Charter is available at www.nuveen.com/fundgovernance. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for
election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and
the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance
Committee believes the structure has provided efficient and effective governance, the committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of
the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating
and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would
enhance the Board&#146;s governance over the Funds&#146; business. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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 be 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 William Siffermann, Managing Director of Fund Board Relations, Nuveen, LLC, 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 </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
and all candidates and to make the final selection of any new trustees. In considering a candidate&#146;s qualifications, each candidate must meet certain basic requirements, including relevant
skills and experience, time availability (including the time requirements for due diligence site visits to internal and external <FONT STYLE="white-space:nowrap">sub-</FONT> advisors and service providers) and, if qualifying as an independent
trustee candidate, independence from the Advisor, <FONT STYLE="white-space:nowrap">sub-advisors,</FONT> underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending
on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the
composition of the Board and the skills and backgrounds of the incumbent trustees at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and
professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and
approved by the Board. This committee is composed of the independent trustees of the Funds. Accordingly, the members of the Nominating and Governance Committee are Mr.&nbsp;Toth, Chair, Mr.&nbsp;Evans, Dr.&nbsp;Hunter, Mr.&nbsp;Moschner,
Mr.&nbsp;Nelson, Ms.&nbsp;Stockdale, Ms.&nbsp;Stone, Mr.&nbsp;Thornton, Ms.&nbsp;Wolff and Mr.&nbsp;Young. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Dividend
Committee is authorized to declare distributions on the Funds&#146; shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Mr.&nbsp;Young,
Chair, Dr.&nbsp;Hunter, Mr.&nbsp;Moschner and Ms.&nbsp;Wolff. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Compliance, Risk Management and Regulatory Oversight
Committee (the &#147;Compliance Committee&#148;) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the 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 Funds&#146; compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and
recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the 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.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of
risks related to investments and operations. Such risks include, among other things, exposures to particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be
used to address those risks, such as hedging and swaps. In assessing issues brought to the committee&#146;s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to
the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">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 Funds&#146;
Chief Compliance Officer (&#147;CCO&#148;) 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 Funds&#146; and other service providers&#146;
compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full
Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings
regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at
the committee level are addressed directly by the full Board. The committee operates under a written charter adopted and approved by the Board. The </FONT></P>
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members of the Compliance Committee are Ms.&nbsp;Wolff, Chair, Mr.&nbsp;Nelson, Mr.&nbsp;Thornton, Mr.&nbsp;Toth and Mr.&nbsp;Young. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The <FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds Committee is responsible for assisting the Board in the oversight and
monitoring of the Nuveen Funds that are registered as <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies (&#147;Closed- End Funds&#148;). The committee may review and evaluate matters related to the formation and the
initial presentation to the Board of any new <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund and may review and evaluate any matters relating to any existing <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Closed-End Funds Committee receives updates on the secondary closed-end fund market and evaluates the premiums and discounts of the
Nuveen closed-end funds, including the Fund, at each quarterly meeting. The Closed-End Funds Committee reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category and by closed-end fund; the
historical total return performance data for the Nuveen closed-end funds, including the Fund, based on net asset value and price over various periods; the volatility trends in the market; the use of leverage by the Nuveen closed-end funds, including
the Fund; the distribution data of the Nuveen closed-end funds, including the Fund, and as compared to peer averages; and a summary of common share issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen
closed-end funds, including the Fund. The Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen closed-end funds. Additionally, the Closed-End Funds Committee members participate in
workshops to explore, among other things, actions to address discounts of the Nuveen closed-end funds, potential share repurchases and available leverage strategies and their use. The committee operates under a written charter adopted and approved
by the Board. The members of the <FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds Committee are Mr.&nbsp;Evans, Chair, Dr.&nbsp;Hunter, Mr.&nbsp;Toth, Ms.&nbsp;Wolff and Mr.&nbsp;Young. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Board Diversification and Trustee Qualifications. </B>In determining that a particular trustee was qualified to serve on the Board, the Board
considered each trustee&#146;s 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 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 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. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Jack B. Evans </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Evans has served as Chairman (since 2019), formerly, President from 1996-2019 of the Hall-Perrine Foundation, a private
philanthropic corporation. Mr.&nbsp;Evans was formerly President and Chief Operating Officer (1972-1995) 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 from 1998 to 2003 as well as a Director of Alliant Energy from 2000 to 2004 and President Pro Tem of the Board of Regents for the State of Iowa University System from 2000 to 2004. Mr.&nbsp;Evans is Chairman of
the Board (since 2009) of United Fire Group, a Life Trustee of Coe College and the Iowa College Foundation and formerly served as a Director and Public Member of the American Board of Orthopaedic Surgery form 2015 to 2020 and served on the Board of
The Gazette Company form 1996 to 2015. He has a Bachelor of Arts from Coe College and an M.B.A. from the University of Iowa. Mr. Evans joined the Board in 1999. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>William C. Hunter </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Dr.&nbsp;Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa in 2012, after having served as Dean of the College since July 2006. He had been Dean and
Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. He has held faculty
positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. He has consulted with numerous foreign central banks and official agencies in Europe, Asia, Central America and South America. He has been a
Director of Wellmark, Inc. since 2009. He is a past Director (2005- 2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society, and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter
received his PhD (1978) and MBA (1970) from Northwestern University and his BS from Hampton University (1970). Dr. Hunter joined the Board in 2004. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Albin F. Moschner </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Moschner is a consultant in the wireless
industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr.&nbsp;Moschner held various positions at Leap
Wireless International, Inc., a provider of wireless services, where he was as a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before
he joined Leap Wireless International, Inc., Mr.&nbsp;Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000.
Mr.&nbsp;Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr.&nbsp;Moschner was formerly Chairman
(2019)&nbsp;and a member of the Board of Directors (2012- 2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the
Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr.&nbsp;Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in
1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979. Mr. Moschner joined the Board in 2016. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>John K. Nelson </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;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.&nbsp;Nelson has extensive experience in global banking and markets, having 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, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the
bank&#146;s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. 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
bank&#146;s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr.&nbsp;Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP.
(2012-2104). At Fordham University, he served as a director of The President&#146;s Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The
Board of Trustees of Marian University (2011-2013). Mr.&nbsp;Nelson is a graduate of Fordham University and holds a BA in Economics (1984)&nbsp;and an MBA in Finance (1991). Mr.&nbsp;Nelson joined the Board in 2013. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Judith M. Stockdale </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Ms.&nbsp;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 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 Advisory Council of the National Zoological Park, the Governor&#146;s Science Advisory Council (Illinois) and the Nancy Ryerson Ranney Leadership Grants Program. She has been a member
of the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the U.S. Endowment for Forestry and Communities. Ms.&nbsp;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. Ms. Stockdale joined the Board in 1997. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Carole E. Stone </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Ms.&nbsp;Stone recently retired from the Board of Directors of Cboe Global Markets, Inc.
<FONT STYLE="white-space:nowrap">(2010-May</FONT> 2020) (formerly, CBOE Holdings, Inc.) having served from 2010-2020. She previously served on the Boards of the Chicago Board Options Exchange and C2 Options Exchange, Incorporated. Ms.&nbsp;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.&nbsp;Stone has a Bachelor of Arts from Skidmore College in Business
Administration. Ms. Stone joined the Board in 2007. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Matthew Thornton III </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Thornton has over 40 years of broad leadership and operating experience from his career with FedEx
Corporation (<I>&#147;</I>FedEx<I>&#148;</I>), which, through its portfolio of companies, provides transportation, <FONT STYLE="white-space:nowrap">e-commerce</FONT> and business services. In November 2019, Mr.&nbsp;Thornton retired as Executive
Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018,
Mr.&nbsp;Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr.&nbsp;Thornton held a range of positions of increasing responsibility with FedEx,
including various management positions. In addition, Mr.&nbsp;Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance
Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide<FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">&reg;</SUP></FONT>, a <FONT STYLE="white-space:nowrap">non-profit</FONT> organization dedicated to the prevention of childhood
injuries. Mr.&nbsp;Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation&#146;s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD).
Mr.&nbsp;Thornton has been recognized by <I>Black Enterprise </I>on its 2017 list of the Most Powerful Executives in Corporate America and by <I>Ebony </I>on its 2016 Power 100 list of the world&#146;s most influential and inspiring African
Americans. Mr.&nbsp;Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001. Mr. Thornton joined the Board in 2020. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Terence J. Toth </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Toth, the Nuveen Funds&#146; Independent Chair,
was a <FONT STYLE="white-space:nowrap">Co-Founding</FONT> Partner of Promus Capital (2008-2017). From 2008 to 2013, he was a Director, Legal&nbsp;&amp; General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and
President of Northern Trust Global Investments, and </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">55 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
Executive Vice President of Quantitative Management&nbsp;&amp; Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern
Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the
Boards of Quality Control Corporation since 2012 and Catalyst Schools of Chicago since 2008. He is on the Mather Foundation Board since 2012 and is Chair of its Investment Committee and previously served as a Director of LogicMark LLC (2012-2016)
and of Fulcrum IT Service LLC (2010-2019). Mr.&nbsp;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. Mr. Toth joined the Board in 2008. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Margaret L. Wolff </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Ms.&nbsp;Wolff retired from Skadden, Arps, Slate, Meagher&nbsp;&amp; Flom LLP in 2014 after more than 30 years of providing client
service in the Mergers&nbsp;&amp; Acquisitions Group. During her legal career, Ms.&nbsp;Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters,
including governance, shareholder, fiduciary, operational and management issues. Ms.&nbsp;Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a
philanthropy dedicated to improving the care of older adults) where she currently is the Chair. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is
a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms.&nbsp;Wolff received her Bachelor of Arts
from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms. Wolff joined the Board in 2016. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Robert L. Young </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions
with J.P. Morgan Investment Management Inc. (&#147;J.P. Morgan Investment&#148;) and its affiliates (collectively, &#147;J.P. Morgan&#148;). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to
2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr.&nbsp;Young led service, administration and business platform support activities for J.P.
Morgan&#146;s domestic retail mutual fund and institutional commingled and separate account businesses, and <FONT STYLE="white-space:nowrap">co-led</FONT> these activities for J.P. Morgan&#146;s global retail and institutional investment management
businesses. As President of the J.P. Morgan Funds, Mr.&nbsp;Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas,
addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr.&nbsp;Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte&nbsp;&amp; Touche LLP (formerly, Touche Ross
LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm&#146;s midwestern mutual fund practice. Mr.&nbsp;Young holds a Bachelor of Business Administration degree in
Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees. Mr. Young joined the Board in 2017. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Independent Chairman </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The trustees have elected Terence J. Toth as the
independent Chairman of the Board of Trustees. Specific responsibilities of the Chairman include (a)&nbsp;presiding at all meetings of the Board of Trustees and of the shareholders; (b)&nbsp;seeing that all orders and resolutions of the trustees are
carried into effect; and (c)&nbsp;maintaining records of and, whenever necessary, certifying all proceedings of the trustees and the shareholders. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">56 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Class&nbsp;I trustees will serve until the 2022 annual meeting of shareholders;
Class&nbsp;II trustees will serve until the 2023 annual meeting of shareholders; and Class&nbsp;III trustees will serve until the 2024 annual meeting of shareholders. As each trustee&#146;s term expires, shareholders will be asked to elect trustees
and such trustees shall be elected for a term expiring at the time of the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. These provisions could
delay for up to two years the replacement of a majority of the Board of Trustees. See &#147;Certain Provisions in the Declaration of Trust and <FONT STYLE="white-space:nowrap">By-Laws&#148;</FONT> in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Share Ownership </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The
following table sets forth the dollar range of equity securities beneficially owned by each trustee as of February 28, 2021: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="68%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Dollar&nbsp;Range<BR>of&nbsp;Equity<BR>Securities&nbsp;in<BR>the&nbsp;Fund</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Aggregate&nbsp;Dollar&nbsp;Range<BR>of&nbsp;Equity&nbsp;Securities&nbsp;in<BR>All&nbsp;
Registered<BR>Investment&nbsp;Companies<BR>Overseen by Trustees in<BR>Nuveen&nbsp;Family&nbsp;Investment</B></FONT><br><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Companies</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jack B. Evans</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over&nbsp;$100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">William C. Hunter</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over&nbsp;$100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Albin F. Moschner</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">John K. Nelson</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Judith M. Stockdale</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Carole E. Stone</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over&nbsp;$100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Matthew Thornton III</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">*</SUP></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Terence J. Toth</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Margaret L. Wolff</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Robert L. Young</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">Over $100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
</TABLE> <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">*</SUP>&nbsp;&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Thornton was appointed to the Board, effective November&nbsp;16, 2020. </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As of February 28, 2021 no trustee who is not an interested person of the Fund or any of his or her immediate family members owns
beneficially or of record, any security issued by Nuveen Fund Advisors, Nuveen Asset Management, Nuveen or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Nuveen
Fund Advisors, Nuveen Asset Management or Nuveen. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As of February 28, 2021 the officers and trustees of the Fund, in the
aggregate, own none of the Fund&#146;s equity securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Compensation </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The following table shows, for each independent trustee, (1)&nbsp;the estimated aggregate compensation to be paid by the Fund projected
during the Fund&#146;s fiscal year after commencement of operation, (2)&nbsp;the amount of total compensation paid by the Fund that has been deferred and (3)&nbsp;the total compensation paid to each trustee by the Nuveen Funds during the calendar
year ended December&nbsp;31, 2020. The Fund does not have a retirement or pension plan. The officers and trustees affiliated with Nuveen serve without any compensation from the Fund. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">57 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund has a deferred compensation plan (the &#147;Plan&#148;) that permits any trustee who is not an
&#147;interested person&#148; of the Fund to elect to defer receipt of all or a portion of his or her compensation as a trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the Fund when the
compensation would otherwise have been paid to the trustee. The value of the trustee&#146;s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares
of one or more of the eligible Nuveen Funds. At the time for commencing distributions from a trustee&#146;s deferral account, the trustee may elect to receive distributions in a lump sum or over a period of five years. The Fund will not be liable
for any other fund&#146;s obligations to make distributions under the Plan. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="43%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Aggregate<BR>Compensation&nbsp;from&nbsp;Fund<SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1)</SUP></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Amount&nbsp;of&nbsp;Total<BR>Compensation<BR>That&nbsp;Has<BR>Been&nbsp;Deferred<SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(2)</SUP></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Total&nbsp;Compensation&nbsp;from<BR>Fund&nbsp;and&nbsp;Fund&nbsp;Complex<SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(3)</SUP></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jack B. Evans</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">631</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">392,652</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">William C. Hunter</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">644</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">396,750</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Albin F. Moschner</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">631</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">380,050</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">John K. Nelson</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">685</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">417,500</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Judith M. Stockdale</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">638</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">400,147</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Carole E. Stone</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">631</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">404,611</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Matthew Thornton III</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(4)</SUP></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">302</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">49,500</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Terence J. Toth</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">756</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">467,300</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Margaret L. Wolff</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">614</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">385,629</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Robert L. Young</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">625</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">425,754</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
</TABLE> <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1)</SUP>&nbsp;&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Proposed on the estimated aggregate compensation to be earned on the independent trustees for the period ending December 31, 2021, representing the
Fund&#146;s first fiscal year, for services to the Fund. </FONT></P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(2)</SUP></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Pursuant to a deferred compensation agreement with certain of the Nuveen Funds, deferred amounts are treated as though an equivalent dollar amount has
been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Fund (including the return from the assumed investment in the eligible Nuveen Funds) payable are stated above. </FONT></P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(3)</SUP>&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Based on the compensation paid (including any amounts deferred) for the calendar year ended December&nbsp;31, 2020 for services to the Nuveen <FONT
STYLE="white-space:nowrap">open-end</FONT> and <FONT STYLE="white-space:nowrap">closed-end</FONT> funds. Because the funds in the Nuveen fund complex have different fiscal year ends, the amounts shown in this column are presented on a calendar year
basis. </FONT></P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(4)</SUP>&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr.&nbsp;Thornton joined the Board effective November&nbsp;16, 2020. </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Effective January 1, 2020, independent trustees receive a $195,000 annual retainer, increased to $200,000 as of January 1, 2021, plus
they receive (a) a fee of $6,750 per day, increased to $7,000 per day as of January 1, 2021, 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 $5,000 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 </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">58 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
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 Closed-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
Chair of the Board receives $90,000, increased to $100,000 as of January 1, 2021, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance
Committee and the Closed-End Funds Committee receive $15,000 each as additional retainers. Independent trustees also receive a fee of $3,000 per day, increased to $3,500 per day as of January 1, 2021, for site visits to entities that provide
services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee;
however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings
where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to
each fund. In certain instances fees and expenses will be allocated only to those Nuveen funds that are discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may hold in-person meetings by telephonic
or videographic means and be compensated at the in-person rate. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund does not have retirement or pension plans. Certain
Nuveen funds (the &#147;Participating Funds&#148;) participate in a deferred compensation plan (the &#147;Deferred Compensation Plan&#148;) that permits an 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 independent trustee is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such independent trustee. The value
of an independent trustee&#146;s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time
for commencing distributions from an independent trustee&#146;s deferral account, the independent trustee may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other
fund&#146;s obligations to make distributions under the Deferred Compensation Plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund has no employees. The officers
of the Fund and the trustees of the Fund who are not independent trustees serve without any compensation from the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_6">
</A><A NAME="tx47790_5"></A>INVESTMENT ADVISER </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors will be responsible for determining the Fund&#146;s
overall investment strategy and its implementation, including the Fund&#146;s use of leverage and ongoing monitoring of Nuveen Asset Management. Nuveen Fund Advisors also is responsible for managing the Fund&#146;s business affairs and providing
certain clerical, bookkeeping and other administrative services. For additional information regarding the management services performed by Nuveen Fund Advisors and further information about the investment management agreement between the Fund and
Nuveen Fund Advisors, see &#147;Management of the Fund&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors is an indirect
subsidiary of Nuveen, the investment management arm of Teachers Insurance and Annuity Association of America (&#147;TIAA&#148;). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the
companion organization of College Retirement Equities Fund. As of December 31, 2020, Nuveen managed approximately $1.2&nbsp;trillion in assets, of which approximately $156.5&nbsp;billion was managed by Nuveen Fund Advisors. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">59 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Pursuant to the Investment Management Agreement, the Fund has agreed to pay an annual
management fee for the overall advisory and administrative services and general office facilities provided by Nuveen Fund Advisors. The Fund&#146;s management fee is separated into two components&#151;a complex-level component, based on the
aggregate amount of all Nuveen Fund assets managed by Nuveen Fund Advisors, and a specific fund-level component, based only on the amount of assets within the Fund. This pricing structure enables Nuveen Fund shareholders to benefit from growth in
the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by Nuveen Fund Advisors. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Unless earlier terminated as described below, the Fund&#146;s Investment Management Agreement with Nuveen Fund Advisors will remain in effect until August 1, 2022. The Investment Management Agreement
continues in effect from year to year so long as such continuation is approved at least annually by (1)&nbsp;the Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund and (2)&nbsp;a majority of the trustees who
are not interested persons of any party to the Investment Management Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Investment Management Agreement may be terminated at any time, without penalty, by
either the Fund or Nuveen Fund Advisors upon 60 days&#146; written notice, and is automatically terminated in the event of its assignment as defined in the 1940 Act. </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors purchased Common Shares from the Fund in an amount satisfying the net worth requirements of Section 14(a) of the 1940 Act, and therefore owns 100% of the outstanding Common Shares.
Nuveen Fund Advisors may be deemed to control the Fund until such time as it owns less than 25% of the outstanding Common Shares, which is expected to occur as of the completion of the offering of Common Shares. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_7"></A>SUBADVISER </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset Management, a registered investment adviser, is the Fund&#146;s sub-adviser responsible for investing the Fund&#146;s Managed Assets and is a wholly-owned subsidiary of Nuveen Fund Advisors.
Stephen&nbsp;Liberatore, Jessica Zarzycki and Kristal Seales will serve as the Fund&#146;s portfolio managers and are responsible for the day-to-day management of the Fund&#146;s portfolio. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Stephen M. Liberatore, CFA, is the lead portfolio manager for Nuveen Asset Management&#146;s fixed income strategies that incorporate ESG
criteria and Impact investments, including those that comprise our Core Impact Bond, Short Duration Impact Bond and Green Bond composites. He is also a member of the Investment Committee. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr. Liberatore serves on the ICMA Green Bond Principles Advisory Council and was a member of the initial executive committee. He joined
TIAA in 2004. He is a member of the UN Capital Development Fund&#146;s working group on Climate Insurance Linked Resilient Infrastructure Finance and serves on the UN&#146;s Joint Sustainable Development Goals Fund&#146;s Blue Economy Investor
Advisory Group. He also serves on S&amp;P&#146;s Global Ratings ESG Leadership Council. He is a frequent speaker at conferences and a subject matter expert across media outlets, such as Bloomberg, CNBC, The Economist and The Wall Street Journal. He
and his team were awarded &#147;Investor of the Year&#148; at Environmental Finance&#146;s 2020 Bond Awards. Before joining the firm in 2004, he held roles at Nationwide Mutual Insurance and Protective Life. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mr. Liberatore graduated with a B.S. from the State University of New York at Buffalo and an M.B.A. in Finance and Operations from Wake
Forest University. He holds the CFA designation and is a member of the CFA Society of North Carolina and the CFA Institute. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jessica Zarzycki, CFA, is a Portfolio Manager of the Fund and a senior director and research analyst for Nuveen Asset Management. Ms.
Zarzycki is a member of the Global Sovereigns team and is responsible for sovereigns and local markets in both Western and Eastern Europe. Ms. Zarzycki also supports Nuveen Asset Management&#146;s responsible investing fixed income initiatives.
Previously, she covered developed market sovereigns, agencies and agency MBS at TIAA. Ms. Zarzycki joined TIAA in 2008. Ms. Zarzycki has 12 years </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">60 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">
of industry experience. Prior to joining TIAA, she worked at Citi Global Wealth Management (GWM) where she helped to manage the liquidity and risk of GWM balance sheet. Ms. Zarzycki holds a B.S.
in business administration with a focus in finance from The Ohio State University. She holds the Chartered Financial
Analyst<FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">&reg;</SUP></FONT> designation and is a member of the CFA Society New York and the CFA<FONT
STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">&reg;</SUP></FONT> Institute. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Kristal Seales, CFA, is a Portfolio Manager of the Fund and is also a portfolio manager for Nuveen Asset Management&#146;s leveraged finance team with a focus on the management of high yield ESG mandates.
She joined Nuveen Asset Management in 2001 and has worked on investing in corporate private placements, project finance, lease finance and investment-grade public debt offerings across a variety of industries.. Since 2009, she has been a member of
Nuveen Asset Management&#146;s leveraged finance team and was previously a senior research analyst responsible for covering the gaming, leisure and retail industries. She also oversees the risk and analytics function for Nuveen Asset
Management&#146;s global fixed income team. She is a member of Nuveen Asset Management&#146;s Investment Committee, which establishes investment policy for all global fixed income products. She graduated with a B.S. in Operations Research and
Industrial Engineering from Cornell University. She holds the CFA designation, is a member of the CFA Institute and the New York Society of Security Analysts. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">In addition to serving as a portfolio manager to the Fund, Mr. Liberatore is also primarily responsible for the day-to-day portfolio management of the following accounts. Information is provided as of
February&nbsp;28, 2021 unless otherwise indicated: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts&nbsp;(Total)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Total)</B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">4</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$6.33&nbsp;billion</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">3</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$17.90&nbsp;billion</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">9</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$989&nbsp;million</FONT></TD></TR>
</TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts<BR><FONT STYLE="white-space:nowrap">with&nbsp;Performance-based&nbsp;
Fees</FONT></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Accounts&nbsp;with<BR><FONT STYLE="white-space:nowrap">Performance-based&nbsp;
Fees)</FONT></B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition to serving as a portfolio manager to the Fund, Ms. Zarzycki is also primarily responsible for
the day-to-day portfolio management of the following accounts. Information is provided as of February&nbsp;28, 2021 unless otherwise indicated: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="59%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts&nbsp;(Total)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Total)</B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">4</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$6.33&nbsp;billion</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">1</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$124&nbsp;million</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
</TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts<BR><FONT STYLE="white-space:nowrap">with&nbsp;Performance-based&nbsp;
Fees</FONT></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Accounts&nbsp;with<BR><FONT STYLE="white-space:nowrap">Performance-based&nbsp;
Fees)</FONT></B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
</TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">61 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition to serving as a portfolio manager to the Fund, Ms. Seales is also primarily
responsible for the day-to-day portfolio management of the following accounts. Information is provided as of February&nbsp;28, 2021 unless otherwise indicated: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts&nbsp;(Total)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Total)</B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">3</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$4.81&nbsp;million</FONT></TD></TR>
</TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="58%"></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Type of Account Managed</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Accounts<BR><FONT STYLE="white-space:nowrap">with&nbsp;Performance-based&nbsp;
Fees</FONT></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Assets&nbsp;(Accounts&nbsp;with<BR><FONT STYLE="white-space:nowrap">Performance-based&nbsp;
Fees)</FONT></B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registered Investment Company</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Pooled Vehicles</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Other Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$0</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Portfolio Manager Securities Ownership </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Because the Fund has not commenced operations, the Portfolio Managers did not own any securities of the Fund as of the date of this SAI. </FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>

<TD WIDTH="74%"></TD>

<TD VALIGN="bottom" WIDTH="21%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Portfolio&nbsp;Managers</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Dollar&nbsp;Range&nbsp;of&nbsp;Equity&nbsp;Securities<BR>Beneficially&nbsp;Owned&nbsp;in the Fund</B></FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Stephen M. Liberatore</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jessica Zarzycki</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Kristal Seales</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Separately, pursuant to an investment sub-advisory agreement between Nuveen Fund Advisors and Nuveen
Asset Management, Nuveen Fund Advisors will pay Nuveen Asset Management a portfolio management fee equal to 50% of the investment management fee paid on the Fund&#146;s average daily Managed Assets. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Asset Management Portfolio Manager Compensation </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits
interest plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Base salary.</I> A portfolio manager&#146;s base salary is determined based upon an analysis of the
portfolio manager&#146;s general performance, experience and market levels of base pay for such position. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Cash bonus.</I>
A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the
portfolio manager&#146;s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager&#146;s tenure is shorter), and management and peer reviews.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Long-term performance award.</I> A portfolio manager is eligible to receive a long-term performance award that vests after
three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment
performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>Profits interest plan.</I> Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle their
holders to a </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">62 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
percentage of the firms&#146; annual profits. Profits interests are allocated to each portfolio manager based on such person&#146;s overall contribution to the firms. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts
shown in the table below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Asset Management Conflict of Interest Policies </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">With respect to many of its clients&#146; 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 a Fund 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 Fund or the other accounts. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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 a
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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Conflicts of interest may also arise when the sub-adviser
invests one or more of its client accounts in different or multiple parts of the same issuer&#146;s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or
otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other
involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the
accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or
disadvantages for particular accounts. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">63 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Code of Ethics </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund, Nuveen Fund Advisors, Nuveen, Nuveen Asset Management and other related entities have adopted codes of ethics under Rule 17j-1 under the 1940 Act that prohibit certain of their personnel,
including the Fund&#146;s portfolio manager, from engaging in personal investments that compete or interfere with, or attempt to take advantage of a client&#146;s, including the Fund&#146;s, anticipated or actual portfolio transactions, and are
designed to assure that the interests of clients, including Fund shareholders, are placed before the interests of personnel in connection with personal investment transactions. Personnel subject to a code of ethics may invest in securities
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">for their personal investment accounts, including securities that may be purchased or held by the Fund, but only so long as such investments
are made in accordance with a code&#146;s requirements. Text-only versions of the codes of ethics of the Fund, Nuveen Fund Advisors and Nuveen Asset Management can be viewed online or downloaded from the EDGAR Database on the Securities and Exchange
Commission&#146;s internet web site at http://www.sec.gov. In addition, copies of those codes of ethics may be obtained, after paying the appropriate duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_9"></A>PROXY VOTING POLICIES AND PROCEDURES </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors has delegated to Nuveen Asset Management the full responsibility for proxy voting on investments held in the
Fund&#146;s portfolio and related duties in accordance with Nuveen Asset Management&#146;s policies and procedures. Nuveen Fund Advisors periodically monitors Nuveen Asset Management&#146;s voting to ensure that it is carrying out its duties. Nuveen
Asset Management&#146;s proxy voting policies and procedures are attached to this filing as Appendix B. Nuveen Fund Advisors&#146; proxy voting policies and procedures are attached to this filing as Appendix C. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Voted Proxies.</I> Information regarding how the Fund voted proxies (for periods subsequent to the Fund commencing operations)
relating to portfolio investments during the most recent 12-month period ending June&nbsp;30 (or any lesser period of time ending June 30 if the Fund has not been operating for that long) of each year is available starting August 31 of that year
without charge, upon request, by calling toll free (800) 257-8787 or by accessing the SEC&#146;s website at http://www.sec.gov. This reference to the website does not incorporate the contents of the website in the Prospectus or the SAI. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_10"></A><A NAME="tx47790_6"></A>PORTFOLIO TRANSACTIONS AND BROKERAGE </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Subject to the supervision of the Board of Trustees, Nuveen Asset Management is primarily responsible for the Fund&#146;s portfolio
decisions and the placing of the Fund&#146;s portfolio transactions. Commissions are negotiated with broker/dealers on all transactions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Pursuant to the Investment Management Agreement and the Subadvisory Agreement, each of Nuveen Fund Advisors and Nuveen Asset Management is authorized to place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. The general policy of Nuveen Fund Advisors and Nuveen Asset Management in
selecting brokers and dealers is to obtain the best results achievable in the context of a number of factors which are considered both in relation to individual trades and broader trading patterns, including the reliability of the broker/dealer, the
competitiveness of the price and the commission, the research services received and whether the broker/dealer commits its own capital. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services
(as those terms are defined in Section&nbsp;28(e) of the Securities Exchange Act of 1934, as amended (the &#147;1934 Act&#148;)) to the Fund and/or the other accounts over which Nuveen Fund Advisors or its affiliates exercise investment discretion.
Nuveen Fund Advisors and Nuveen Asset Management are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of
</FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">64 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
commission another broker or dealer would have charged for effecting that transaction if Nuveen Fund Advisors or Nuveen Asset Management, as applicable, determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. Investment research services include information and analysis on particular companies and industries as well as market or
economic trends and portfolio strategy, market quotations for portfolio evaluations, analytical software and similar products and services. If a research service also assists Nuveen Fund Advisors or Nuveen Asset Management in a non-research capacity
(such as bookkeeping or other administrative functions), then only the percentage or component that provides assistance to Nuveen Fund Advisors or Nuveen Asset Management in the investment decision making process may be paid in commission dollars.
This determination may be viewed in terms of either that particular transaction or the overall responsibilities that Nuveen Fund Advisors or Nuveen Asset Management, as applicable, and its affiliates have with respect to accounts over which they
exercise investment discretion. Nuveen Fund Advisors or Nuveen Asset Management may also have arrangements with brokers pursuant to which such brokers provide research services to Nuveen Fund Advisors or Nuveen Asset Management, as applicable, in
exchange for a certain volume of brokerage transactions to be executed by such brokers. While the payment of higher commissions increases the Fund&#146;s costs, Nuveen Fund Advisors and Nuveen Asset Management do not believe that the receipt of such
brokerage and research services significantly reduces the expenses of Nuveen Fund Advisors or Nuveen Asset Management, as applicable. Arrangements for the receipt of research services from brokers may create conflicts of interest. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Research services furnished to Nuveen Fund Advisors or Nuveen Asset Management by brokers that effect securities transactions for the
Fund may be used by Nuveen Fund Advisors or Nuveen Asset Management, as applicable, in servicing other investment companies and accounts which it manages. Similarly, research services furnished to Nuveen Fund Advisors or Nuveen Asset Management by
brokers who effect securities transactions for other investment companies and accounts which Nuveen Fund Advisors or Nuveen Asset Management manages may be used by Nuveen Fund Advisors or Nuveen Asset Management, as applicable, in servicing the
Fund. Not all of these research services are used by Nuveen Fund Advisors or Nuveen Asset Management in managing any particular account, including the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund contemplates that, consistent with the policy of obtaining the best net results, brokerage transactions may be conducted through &#147;affiliated broker/dealers,&#148; as defined in the 1940 Act.
The Board has adopted procedures in accordance with Rule 17e-1 under the 1940 Act to ensure that all brokerage commissions paid to such affiliates are reasonable and fair in the context of the market in which such affiliates operate. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In certain instances there may be securities that are suitable as an investment for the Fund as well as for one or more of Nuveen Fund
Advisors&#146; or Nuveen Asset Management&#146;s other clients. Investment decisions for the Fund and for Nuveen Fund Advisors&#146; or Nuveen Asset Management&#146;s other clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more
clients are selling the same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this
system could adversely affect the price of or the size of the position obtainable in a security for the Fund. When purchases or sales of the same security for the Fund and for other portfolios managed by Nuveen Fund Advisors or Nuveen Asset
Management, as applicable, occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantages available to large volume purchases or sales. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Although the Fund does not have any restrictions on portfolio turnover, it is not the Fund&#146;s policy to engage in transactions with
the objective of seeking profits from short-term trading. Although the Fund cannot predict its annual portfolio turnover rate, it is generally not expected to exceed 75% under normal circumstances. The portfolio turnover rate is calculated by
dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the Fund&#146;s portfolio securities. For purposes of this calculation, portfolio securities </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">65 </FONT></P>



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exclude all securities having a maturity when purchased of one year or less. A high rate of portfolio turnover involves correspondingly greater transaction costs than a lower rate, which costs
are borne by the Fund and its shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Subsidiary follows the same brokerage practices as the Fund. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_11"></A>DESCRIPTION OF SHARES AND DEBT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Common Shares </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Declaration of Trust authorizes the issuance of an
unlimited number of Common Shares. The Common Shares being offered have a par value of $0.01 per share and have equal rights to the payment of dividends and the distribution of assets upon liquidation of the Fund. The Common Shares being offered
will, when issued, be fully paid and, subject to matters discussed under &#147;Certain Provisions in the Declaration of Trust and By-Laws&#148; in the Prospectus, non-assessable, and will have no preemptive or conversion rights, except as the Board
of Trustees may otherwise determine, or rights to cumulative voting. The Declaration of Trust provides that each whole Common Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Common Share shall
be entitled to a proportionate fractional vote. If the Fund issues Preferred Shares, the Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all accrued dividends on Preferred Shares have been paid, and
unless asset coverage (as defined in the 1940 Act) with respect to Preferred Shares would be at least 200% after giving effect to the distributions. See &#147;&#151;Preferred Shares&#148; below. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">It is anticipated that the Fund&#146;s Common Shares will be approved for listing on the NYSE, subject to notice of issuance, under the
ticker symbol &#147;NPCT.&#148; The Fund intends to hold annual meetings of shareholders so long as the Common Shares are listed on a national securities exchange and such meetings are required as a condition to such listing. The Fund will not issue
share certificates. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors, LLC has agreed to (i) reimburse all organizational expenses of the Fund and (ii)
pay the Fund&#146;s offering costs. The Fund is not obligated to repay any such organizational expenses or offering costs paid by Nuveen Fund Advisors, LLC. See &#147;Use of Proceeds&#148; in the Prospectus. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Unlike open-end funds, closed-end funds like the Fund do not continuously offer shares and do not provide daily redemptions. Rather, if a
Common Shareholder determines to buy additional Common Shares or sell shares already held, the Common Shareholder may conveniently do so by trading on the exchange through a broker or otherwise. Shares of closed-end investment companies may
frequently trade on an exchange at prices lower than NAV. Shares of closed-end investment companies like the Fund have, during some periods, traded at prices higher than NAV and, during other periods, have traded at prices lower than NAV. Because
the market value of the Common Shares may be influenced by such factors as dividend levels (which are in turn affected by expenses), dividend stability, NAV, relative demand for and supply of such shares in the market, general market and economic
conditions, and other factors beyond the Fund&#146;s control, the Fund cannot guarantee you that Common Shares will trade at a price equal to or higher than NAV in the future. The Common Shares are designed primarily for long-term investors, and
investors in the Common Shares should not view the Fund as a vehicle for trading purposes. See &#147;Repurchase of Common Shares; Conversion to Open-End Fund.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Preferred Shares </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Declaration of Trust authorizes the issuance of an
unlimited number of Preferred Shares in one or more classes or series, with rights as determined by the Board of Trustees, by action of the Board of Trustees without the approval of the Common Shareholders. The terms of any Preferred Shares that may
be issued by the Fund may be the same as, or different from, the terms described below, subject to applicable law and the Declaration of Trust. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">66 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Any Preferred Shares issued by the Fund will have priority over the Common Shares. For so
long as any&nbsp;Preferred Shares are outstanding, the Fund will not: (1) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption,
redeem, purchase or otherwise acquire for consideration any Common Shares, or (3) pay any proceeds of the liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund shall be in compliance with
the 200% asset coverage limitations set forth under the 1940 Act after deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of
shares of all series of Preferred Shares of the Fund due on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Distribution Preference.</I> Any Preferred Shares would have complete priority over the Common Shares as to distribution of assets.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Liquidation Preference.</I> In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Fund, holders of Preferred Shares would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated and unpaid dividends thereon, whether or not earned or
declared) before any distribution of assets is made to Common Shareholders. After payment of the full amount of the liquidating distribution to which they are entitled, holders of Preferred Shares will not be entitled to any further participation in
any distribution of assets by the Fund. A consolidation or merger of the Fund with or into any Massachusetts business trust or corporation or a sale of all or substantially all of the assets of the Fund shall not be deemed to be a liquidation,
dissolution or winding up of the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Voting Rights.</I> In connection with any issuance of Preferred Shares, the Fund
must comply with Section&nbsp;18(i) of the 1940 Act, which requires, among other things, that Preferred Shares be voting shares and have equal voting rights with Common Shares. Except as otherwise indicated in this SAI and except as otherwise
required by applicable law, holders of Preferred Shares would vote together with Common Shareholders as a single class. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In
connection with the election of the Fund&#146;s trustees, holders of Preferred Shares, voting as a separate class, would be entitled to elect two of the Fund&#146;s trustees, and the remaining trustees would be elected by Common Shareholders and
holders of Preferred Shares, voting together as a single class. In addition, if at any time dividends on the Fund&#146;s outstanding Preferred Shares would be unpaid in an amount equal to two full years&#146; dividends thereon, the holders of all
outstanding Preferred Shares, voting as a separate class, would be entitled to elect a majority of the Fund&#146;s trustees until all dividends in arrears have been paid or declared and set apart for payment. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The affirmative vote of the holders of a majority of the Fund&#146;s outstanding Preferred Shares of any class or series, as the case may
be, voting as a separate class, would be required to, among other things, (1)&nbsp;take certain actions that would affect the preferences, rights, or powers of such class or series or (2)&nbsp;authorize or issue any class or series ranking prior to
the Preferred Shares. Except as may otherwise be required by law, (1)&nbsp;the affirmative vote of the holders of at least two-thirds of the Fund&#146;s Preferred Shares outstanding at the time, voting as a separate class, would be required to
approve any conversion of the Fund from a closed-end to an open-end investment company and (2)&nbsp;the affirmative vote of the holders of at least two-thirds of the outstanding Preferred Shares, voting as a separate class, would be required to
approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares; provided however, that such vote would be a majority vote if the action in question&nbsp;has previously been approved, adopted or authorized
by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws. The affirmative vote of the holders of a majority of the outstanding Preferred Shares, voting as a separate
class, would be required to approve any action not described in the preceding sentence requiring a vote of security holders under Section&nbsp;13(a) of the&nbsp;1940 Act including, among other things, changes in the Fund&#146;s investment objective
or changes in the investment restrictions described as fundamental policies under &#147;Investment Restrictions&#148; in this SAI. The class or </FONT></P>
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series vote of holders of Preferred Shares described above would in each case be in addition to any separate vote of the requisite percentage of Common Shares and Preferred Shares necessary to
authorize the action in question. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The foregoing voting provisions would not apply with respect to the Fund&#146;s Preferred
Shares if, at or prior to the time when a vote was required, such shares would have been (1)&nbsp;redeemed or (2)&nbsp;called for redemption and sufficient funds would have been deposited in trust to effect such redemption. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Redemption, Purchase and Sale of Preferred Shares.</I> The terms of the Preferred Shares may provide that they are redeemable by the
Fund at certain times, in whole or in part, at the original purchase price per share plus accumulated dividends, that the Fund may tender for or purchase Preferred Shares and that the Fund may subsequently resell any shares so tendered for or
purchased. Any redemption or purchase of Preferred Shares by the Fund would reduce the leverage applicable to Common Shares, while any resale of such shares by the Fund would increase such leverage. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In the event of any issuance of Preferred Shares, the Fund likely would apply for ratings from an NRSRO. In such event, as long as
Preferred Shares are outstanding, the composition of the Fund&#146;s portfolio would reflect guidelines established by such NRSRO. Based on previous guidelines established by such NRSROs for the securities of other issuers, the Fund anticipates that
the guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. However, at this time, no assurance can be given as to the nature or extent of the guidelines that
may be imposed in connection with obtaining a rating of any Preferred Shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">For more information, see &#147;Description of
Shares and Debt&#151;Preferred Shares&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Senior Securities Representing Indebtedness </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s Declaration of Trust authorizes the Fund, without approval of the Common Shareholders, to borrow money. In this
connection, the Fund may issue notes or other evidence of indebtedness (including bank borrowings or commercial paper) and may secure any such debt by mortgaging, pledging or otherwise subjecting as security the Fund&#146;s assets. In connection
with such borrowing, the Fund may be required to maintain minimum average balances with the lender or to pay a commitment or other fee to maintain a line of credit. Any such requirements will increase the cost of borrowing over the stated interest
rate. Under the requirements of the 1940 Act, the Fund, immediately after issuing any such senior securities representing indebtedness, must have an &#147;asset coverage&#148; of at least 300%. See &#147;Leverage&#148; in the Prospectus. Certain
types of debt may result in the Fund being subject to certain restrictions imposed by guidelines of one or more rating agencies which may issue ratings for commercial paper or notes issued by the Fund. Such restrictions may be more stringent than
those imposed by the 1940 Act. For more information, see &#147;Description of Shares and Debt&#151;Senior Securities Representing Indebtedness&#148; in the Prospectus. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_13"></A>REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund is a closed-end investment company and as such its shareholders will not have the right to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open market at a
price that will be a function of several factors, including dividend levels (which are in turn affected by expenses), NAV, dividend stability, relative demand for and supply of such shares in the market, general market and economic circumstances and
other factors. Because shares of closed-end investment companies frequently may trade at prices lower than NAV the Fund&#146;s Board of Trustees has currently determined that, at least annually, it will consider action that might be taken to reduce
or eliminate any material discount from NAV in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion of the
Fund to an open-end investment company. The Fund cannot assure you that its Board of Trustees will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Notwithstanding the foregoing, at any time, should the Fund incur any borrowings, the Fund
may not purchase, redeem or acquire any of its Common Shares or Preferred Shares unless at the time of such purchase, redemption, or acquisition, the NAV of the Fund&#146;s portfolio (determined after deducting the acquisition price of such Common
or Preferred Shares) is at least 300% of the principal amount of such borrowings. In addition, if the Fund has Preferred Shares outstanding, the Fund may not purchase, redeem or otherwise acquire any of its Common Shares unless (1)&nbsp;all accrued
Preferred Shares dividends have been paid and (2)&nbsp;at the time of such purchase, redemption or acquisition, the NAV of the Fund&#146;s portfolio (determined after deducting the acquisition price of the Common Shares) is at least 200% of the
liquidation value of the outstanding Preferred Shares (expected to equal the original purchase price per share plus any accrued and unpaid dividends thereon). The staff of the SEC currently requires that any tender offer made by a closed-end
investment company for its shares must be at a price equal to the NAV of such shares at the close of business on the last day of the tender offer. Any service fees incurred in connection with any tender offer made by the Fund will be borne by the
Fund and will not reduce the stated consideration to be paid to tendering shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Subject to its investment
limitations, the Fund may borrow to finance the repurchase of shares or to make a tender offer. Interest on any borrowings to finance share repurchase transactions or the accumulation of cash by the Fund in anticipation of share repurchases or
tenders will reduce the Fund&#146;s net income. Any share repurchase, tender offer or borrowing that might be approved by the Board of Trustees would have to comply with the 1934 Act and the 1940 Act and the rules and regulations thereunder.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Although the decision to take action in response to a discount from NAV will be made by the Board of Trustees at the time it
considers such issue, it is the Board of Trustees&#146; present policy, which may be changed by the Board of Trustees, not to authorize repurchases of Common Shares or a tender offer for such shares if (1)&nbsp;such transactions, if consummated,
would (a)&nbsp;result in the delisting of the Common Shares from the NYSE or other exchange on which the Common Shares are traded, or (b)&nbsp;impair the Fund&#146;s status as a RIC under the Internal Revenue Code (which would make the Fund a
taxable entity, causing the Fund&#146;s income to be taxed at the corporate level in addition to the taxation of shareholders who receive dividends from the Fund) or as a registered closed-end investment company under the 1940 Act; (2)&nbsp;the Fund
would not be able to liquidate portfolio investments in an orderly manner and consistent with the Fund&#146;s investment objective and policies in order to repurchase shares; or (3)&nbsp;there is, in the Board of Trustees&#146; judgment, any
(a)&nbsp;material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund, (b)&nbsp;general suspension of or limitation on prices for trading securities on the NYSE,
(c)&nbsp;declaration of a banking moratorium by Federal or state authorities or any suspension of payment by United States or state banks in which the Fund invests, (d)&nbsp;material limitation affecting the Fund or the issuers of its portfolio
investments by federal or state authorities on the extension of credit by lending institutions or on the exchange of foreign currency, (e)&nbsp;commencement of war, armed hostilities or other international or national calamity directly or indirectly
involving the United States, or (f)&nbsp;other event or condition which would have a material adverse effect (including any adverse tax effect) on the Fund or its shareholders if shares were repurchased. The Board of Trustees may in the future
modify these conditions in light of&nbsp;experience. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The repurchase by the Fund of its shares at prices below NAV would
result in an increase in the NAV of those shares that remain outstanding. However, there can be no assurance that share repurchases or tenders at or below NAV would result in the Fund&#146;s shares trading at a price equal to their NAV.
Nevertheless, the fact that the Fund&#146;s shares may be the subject of repurchase or tender offers at NAV from time to time, or that the Fund may be converted to an open-end company, may reduce any spread between market price and NAV that might
otherwise exist. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition, a purchase by the Fund of its Common Shares would decrease the Fund&#146;s total assets which
would likely have the effect of increasing the Fund&#146;s expense ratio. Any purchase by the Fund of its Common Shares at a time when Preferred Shares are outstanding will increase the leverage applicable to the outstanding Common Shares then
remaining. </FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Conversion to an open-end company would require the approval of the holders of at least
two-thirds of the Common Shares and Preferred Shares, if issued in the future, outstanding at the time, voting together as a single class, and of the holders of at least two-thirds of the Preferred Shares, if issued in the future, outstanding at the
time, voting as a separate class, provided, however, that such separate class vote shall be a majority vote if the action in question has previously been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of
trustees fixed in accordance with the Declaration of Trust or By-laws. See &#147;Certain Provisions in the Declaration of Trust and By-Laws&#148; in the Prospectus for a discussion of voting requirements applicable to conversion of the Fund to an
open-end company. If the Fund converted to an open-end company, the Common Shares would no longer be listed on the NYSE or such other exchange and it would likely have to significantly reduce any leverage it is then employing, which may require a
repositioning of its investment portfolio, which may in turn generate substantial transaction costs, which would be borne by Common Shareholders, and may adversely affect Fund performance and Fund distributions. Shareholders of an open-end
investment company may require the company to redeem their shares on any business day (except in certain circumstances as authorized by or under the 1940 Act) at their NAV, less such redemption charge, if any, as might be in effect at the time of
redemption. The Fund currently expects that any such redemptions would be made in cash. The Fund may charge sales or redemption fees upon conversion to an open-end fund. In order to avoid maintaining large cash positions or liquidating favorable
investments to meet redemptions, open-end companies typically engage in a continuous offering of their shares. Open-end companies are thus subject to periodic asset in-flows and out-flows that can complicate portfolio management. The Board of
Trustees of the Fund may at any time propose conversion of the Fund to an open-end company depending upon its judgment as to the advisability of such action in light of circumstances then prevailing. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Before deciding whether to take any action if the Common Shares trade below NAV, the Board of Trustees would consider all relevant
factors, including the extent and duration of the discount, the liquidity of the Fund&#146;s portfolio, the impact of any action that might be taken on the Fund or its shareholders, and market considerations. Based on these considerations, even if
the Fund&#146;s shares should trade at a discount, the Board of Trustees may determine that, in the interest of the Fund and its shareholders, no action should be taken. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_14"></A>TAX MATTERS </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Set forth below is a discussion of
certain U.S. federal income tax issues concerning the Fund and the purchase, ownership and disposition of the Common Shares. Because tax laws are complex and often change, you should consult your tax advisor about the tax consequences of an
investment in the Fund. This discussion does not purport to be complete or to deal with all aspects of U.S. federal income taxation that may be relevant to Common Shareholders in light of their particular circumstances. Unless otherwise noted, this
discussion assumes you are a U.S. Common Shareholder (as defined below) and that you hold your shares as a capital asset (generally, for investment). A U.S. Common Shareholder means a person (other than a partnership) that is for U.S. federal income
tax purposes (i)&nbsp;an individual citizen or resident of the United States, (ii)&nbsp;a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia, (iii)&nbsp;an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv)&nbsp;a trust if it (1)&nbsp;is subject to the primary supervision of a court within
the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2)&nbsp;has a valid election in effect under applicable United States Treasury regulations to be treated as a United
States person. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and
judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. We have not sought and will not seek any ruling from the IRS regarding any matters discussed herein. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary to those set forth below. Prospective investors should consult their own tax advisers with regard to the U.S. federal tax consequences of the purchase, ownership, or
disposition of Common Shares, as well as the tax consequences arising under the laws of any state, local, foreign, or other taxing jurisdiction. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">70 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The discussion below does not represent a detailed description of the U.S. federal income
tax considerations relevant to special classes of taxpayers including, without limitation, financial institutions, insurance companies, taxpayers subject to the alternative minimum tax, a partnership or other pass-through entity for U.S. federal
income tax purposes, U.S. Common Shareholders whose &#147;functional currency&#148; is not the U.S. dollar, tax-exempt organizations, a controlled foreign corporation or a passive foreign investment company, dealers in securities or currencies,
traders in securities or commodities that elect mark-to-market treatment, or persons that will hold Common Shares as a position in a &#147;straddle,&#148; &#147;hedge&#148; or as part of a &#147;constructive sale&#148; for U.S. federal income tax
purposes. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds Common
Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships that hold Common Shares should consult their tax advisors about the U.S. federal
income tax considerations to their partners of the purchase, ownership and disposition of Common Shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund intends to
elect to be treated and to qualify each year as a RIC under the Code. To qualify as a RIC, the Fund must, among other things, derive in each taxable year at least 90% of its gross income from (i)&nbsp;dividends, interest, including tax-exempt
interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies or other income derived with respect to its business of investing in such stock, securities or currencies,
and (ii)&nbsp;net income derived from an interest in a qualified publicly traded partnership. A &#147;qualified publicly traded partnership&#148; is a publicly traded partnership that meets certain requirements with respect to the nature of its
income. To qualify as a RIC, the Fund must also satisfy certain requirements with respect to the diversification of its assets. The Fund must diversify its holdings so that, at the end of each quarter of the taxable year, (i)&nbsp;at least 50% of
the market value of the Fund&#146;s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of the Fund&#146;s total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii)&nbsp;not more than 25% of the value of its total assets
is invested in the securities (other than U.S. government securities or the securities of other RICs) of a single issuer, of two or more issuers which the Fund controls and are engaged in the same, similar or related trades or businesses, or the
securities of one or more qualified publicly traded partnerships. Finally, to qualify for treatment as a RIC, the Fund must&nbsp;distribute at least 90% of its investment company taxable income (which includes, among other items, dividends,
interest, income from the interests in certain net tax-exempt interest income (the excess of gross tax-exempt interest income over certain disallowed deductions) qualified publicly traded partnerships, and net short-term capital gains in excess of
net long-term capital losses) each taxable year. If the Fund failed to meet the asset diversification test described above with respect to any quarter, the Fund would nevertheless be considered to have satisfied the requirements for such quarter if
the Fund cured such failure within 6 months and either (i)&nbsp;such failure was de minimis or (ii)&nbsp;(a)&nbsp;such failure was due to reasonable cause and not due to willful neglect and (b)&nbsp;the Fund reported the failure under Treasury
regulations to be adopted and paid an excise tax. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As a RIC, the Fund generally will not be subject to U.S. federal income tax
on its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it
distributes to shareholders. If the Fund retains any net capital gain or investment company taxable income, it generally will be subject to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain, it may
report the retained amount as undistributed capital gains as part of its annual reporting to its shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i)&nbsp;will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii)&nbsp;will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax
liabilities, if any; and (iii)&nbsp;will be entitled to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of Common Shares owned by a Common Shareholder of the Fund will be increased
by an amount equal to the difference between the amount of </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">71 </FONT></P>



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undistributed capital gains included in the shareholder&#146;s gross income and the tax deemed paid by the Common Shareholder under clause (ii)&nbsp;of the preceding sentence. The Fund intends to
distribute to its Common Shareholders at least annually that portion of its investment company taxable income and any gains necessary to maintain its qualification as a RIC. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund must
distribute during each calendar year an amount equal to the sum of (1)&nbsp;at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2)&nbsp;at least 98.2% of its capital gains in excess of
its capital losses (adjusted for certain ordinary losses) for the one-year period ending October&nbsp;31 of the calendar year, and (3)&nbsp;any ordinary income and capital gains for previous years that were not distributed during those years.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A distribution will be treated as paid on December&nbsp;31 of the current calendar year if it is declared by the Fund in
October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If the Fund failed to qualify as a RIC or failed to
satisfy the 90% distribution requirement in any taxable year, and was unable to cure such failure, the Fund would be taxed as an ordinary corporation on its taxable income (even if such income were distributed to its shareholders) and all
distributions out of earnings and profits would be taxed to shareholders as ordinary dividends. Such distributions generally would be eligible (i)&nbsp;to be treated as &#147;qualified dividend income&#148; (as defined below) in the case of
individual and other noncorporate shareholders and (ii)&nbsp;for the dividends received deduction (&#147;DRD&#148;) in the case of corporate shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes
and interest and make substantial distributions before requalifying as a RIC. The Board of Trustees reserves the right not to maintain the qualification of the Fund as a RIC if it determines such course of action to be beneficial to Common
Shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The remainder of this discussion assumes the Fund will qualify as a RIC. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Distributions </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Distributions of the Fund&#146;s net capital gain (&#147;capital gain distributions&#148;), if any, are taxable to shareholders as
long-term capital gain, regardless of their holding period in the Common Shares. All other distributions out of the Fund&#146;s earnings and profits (including distributions of the Fund&#146;s net realized short-term capital gains) will be taxable
as ordinary income. The maximum long-term capital gain tax rate applicable to individuals is 20%. No assurance can be given as to what percentage of the distributions paid on the Common Shares, if any, will consist of long-term capital gains or what
the tax rates on various types of income will be in future years. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If, for any calendar year, the Fund&#146;s total
distributions exceed the Fund&#146;s current and accumulated earnings and profits, the excess will be treated as a tax-free return of capital to each shareholder (up to the amount of the shareholder&#146;s basis in his or her Common Shares) and
thereafter as gain from the sale of Common Shares. The amount treated as a tax-free return of capital will reduce the shareholder&#146;s adjusted basis in his or her Common Shares, thereby increasing the potential gain or reducing the potential loss
on the subsequent sale or other disposition of the Common Shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Because of the Fund&#146;s investment objective, it
generally does not expect to distribute dividends eligible for qualified dividend income treatment or the dividends received deduction. Although the Fund anticipates investing a portion of its assets in municipal securities, the Fund will not
satisfy the requirements of the Code to pay exempt-interest dividends to you. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An additional tax at a rate of 3.8% applies to
some or all of the net investment income of certain non-corporate taxpayers. For this purpose, &#147;net investment income&#148; includes interest, dividends (including dividends </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">72 </FONT></P>



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paid with respect to Common Shares), annuities, royalties, rent, net gain attributable to the disposition of property not held in a trade or business (including net gain from the sale, exchange
or other taxable disposition of Common Shares) and certain other income, but will be reduced by any deductions properly allocable to such income or net gain. Shareholders are advised to consult their own tax advisors regarding the taxation of net
investment income. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Shareholders will be notified annually as to the U.S. federal tax status of distributions, and
shareholders receiving distributions in the form of additional shares will receive a report as to the NAV of those shares. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each
type of its income (such as ordinary income, capital gains, dividends qualifying for the dividends received deduction, qualified dividend income, interest-related dividends and short-term capital gain dividends) based upon the percentage of total
dividends paid out of current or accumulated earnings and profits to each class for the tax year. Accordingly, if the Fund issues Preferred Shares, it intends to allocate capital gain dividends, if any, between its Common Shares and Preferred Shares
in proportion to the total dividends paid out of current or accumulated earnings and profits to each class with respect to such tax year. Distributions in excess of the Fund&#146;s current and accumulated earnings and profits, if any, however, will
not be allocated proportionately among the Common Shares and Preferred Shares. Since the Fund&#146;s current and accumulated earnings and profits in the event of the issuance of Preferred Shares will first be used to pay dividends on the Preferred
Shares, distributions in excess of such earnings and profits, if any, will be made disproportionately to Common Shareholders. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Sale,
Exchange or Liquidation of Fund Shares </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Upon the sale or other disposition of shares of the Fund, including in connection
with the Fund&#146;s final distribution to shareholders on or about the Termination Date, a shareholder normally will realize a capital gain or loss in an amount equal to the difference between the U.S. Common Shareholder&#146;s adjusted tax basis
in the shares and the amount realized from the sale or other disposition. A U.S. Common Shareholder&#146;s adjusted tax basis in the shares generally will be the purchase price paid in this offering, increased or decreased, as appropriate, as
described elsewhere in this disclosure. Generally, a shareholder&#146;s gain or loss will be a long-term gain or loss if the shares have been held for more than one year, and short-term gain or loss otherwise. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Any loss realized on a sale or exchange will be disallowed to the extent that shares disposed of are replaced (including through
reinvestment of dividends) within a period of 61 days beginning 30 days before and ending 30 days after disposition of shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gain received by the shareholder (including net capital gain
retained by the Fund but deemed distributed to shareholders) with respect to such shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nature of Fund&#146;s Investments
</B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Certain of the Fund&#146;s investment practices are subject to special and complex U.S. federal income tax provisions
that may, among other things, (i)&nbsp;disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii)&nbsp;convert long-term capital gain into short-term capital gain or ordinary income, (iii)&nbsp;convert an ordinary loss
or deduction into a capital loss (the deductibility of which is more limited), (iv)&nbsp;cause the Fund to recognize income or gain without a corresponding receipt of cash, (v)&nbsp;adversely alter the characterization of certain complex financial
transactions, and (vi)&nbsp;produce income that will not qualify as good income for purposes of the income requirement that applies to a RIC. The Fund may, but is not required to, make certain tax elections in order to mitigate the effect of these
provisions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If the Fund invests in certain pay-in-kind investments, zero coupon investments, deferred interest investments
or, in general, any other investments with original issue discount (or with market discount if the </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">73 </FONT></P>



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Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the
corresponding cash payments. However, the Fund must distribute to shareholders, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such
accrued income, to qualify as a RIC and to avoid federal income and excise taxes. Therefore, the Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing
the cash, to satisfy these distribution requirements. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may hold or acquire municipal obligations that are market
discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If the Fund invests in a market discount bond,
it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary taxable income to the extent of the accrued market discount. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">If the Fund invests in options that qualify as &#147;section 1256 contracts,&#148; Section&nbsp;1256 of the Code generally requires any gain or loss arising from the lapse, closing out or exercise of such
positions to be treated as 60% long-term and 40% short-term capital gain or loss. In addition, the Fund generally would be required to &#147;mark to market&#148; (<I>i.e.,</I> treat as sold for fair market value) each such outstanding option
position at the close of each taxable year (and on October&nbsp;31 of each year for excise tax purposes). If a section 1256 contract held by the Fund at the end of a taxable year is sold or closed out in a subsequent year, the amount of any gain or
loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the &#147;mark to market&#148; rules. In addition to most exchange traded index options, section 1256 contracts under the Code include
certain other options contracts, certain regulated futures contracts, and certain other financial contracts. It cannot be predicted whether the Fund will invest to any significant extent in section 1256 contracts. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Code contains special rules that apply to &#147;straddles,&#148; defined generally as the holding of &#147;offsetting positions with
respect to personal property.&#148; For example, the straddle rules normally apply when a taxpayer holds stock and an offsetting option with respect to such stock or substantially identical stock or securities. In general, investment positions will
be offsetting if there is a substantial diminution in the risk of loss from holding one position by reason of holding one or more other positions. Under certain circumstances, the Fund may enter into options transactions or certain other investments
that may constitute positions in a straddle. If two or more positions constitute a straddle, recognition of a realized loss from one position must generally be deferred to the extent of unrecognized gain in an offsetting position. In addition,
long-term capital gain may be recharacterized as short-term capital gain, or short-term capital loss as long-term capital loss. Interest and other carrying charges allocable to personal property that is part of a straddle are not currently
deductible but must instead be capitalized. Similarly, &#147;wash sale&#148; rules apply to prevent the recognition of loss by the Fund from the disposition of stock or securities at a loss in a case in which identical or substantially identical
stock or securities (or an option to acquire such property) is or has been acquired within a prescribed period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Under
Section&nbsp;988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually
collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Investment by
the Fund in PFICs could subject the Fund to U.S. federal income tax (including interest charges) on distributions received from such a company or on the proceeds from the sale of its investment in such a company. A &#147;passive foreign investment
company&#148; is any foreign corporation: (i)&nbsp;75% or more of the income of which for the taxable year is passive income, or (ii)&nbsp;the average percentage of the assets of which (generally by value, but by adjusted tax basis in certain cases)
that produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gain over
losses from certain property transactions and commodities transactions, and foreign currency gains. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">74 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Passive income for this purpose does not include rents and royalties received by the foreign
corporation from active businesses and certain income received from related persons. The tax on PFIC distributions and the sale of interests in PFICs cannot be eliminated by making distributions to Fund shareholders; however, it can be avoided by
making an election to mark such investments to market annually (treating gains as ordinary income) or to treat the PFIC as a &#147;qualified electing fund&#148; (a &#147;QEF election&#148;). In the latter case, the Fund will be required to include
its share of the company&#146;s income and net capital gains annually, regardless of whether it receives any distribution from the company. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash)
and increase the amount required to be distributed by the Fund to avoid taxation. The Fund may not be able to make a QEF election due to the difficulty of satisfying the requirements of QEF elections. Making either of these elections therefore may
require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund&#146;s total return. Dividends paid by PFICs
will not be eligible to be treated as &#147;qualified dividend income.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may be subject to foreign withholding
or other taxes with respect to income from foreign securities, which could reduce the amount of the Fund&#146;s distributions. Shareholders may be able to claim a credit or deduction for foreign taxes if more than 50% of the Fund&#146;s assets are
invested in foreign securities at the end of a fiscal year and the Fund makes an election to pass through to the shareholders their pro rata share of foreign taxes paid by the Fund. If this election is made, the Fund may report more taxable income
to the shareholders than it actually distributes. The shareholders will then be entitled either to deduct their share of these taxes in computing their taxable income or to claim a foreign tax credit for these taxes against their U.S. federal income
tax (subject to limitations for certain shareholders). The Fund will provide the shareholders with the information necessary to claim this deduction or credit on their personal income tax return if the Fund makes this election. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Convertible debt is ordinarily treated as a &#147;single property&#148; consisting of a pure debt interest until conversion, after which
the investment becomes an equity interest. If the security is issued at a premium (<I>i.e.,</I> for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is
issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder&#146;s exercise of the conversion privilege is generally treated as a nontaxable
event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not
always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. In general,
conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be
required to be amortized under original issue discount principles. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund may invest in preferred securities or other
securities the U.S. federal income tax treatment of which is uncertain or subject to recharacterization by the IRS. To the extent the tax treatment of such securities or their income differs from the tax treatment expected by the Fund, it could
affect the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to a RIC under the Code. The Fund&#146;s
investment program and the tax treatment of Fund distributions may be affected by the IRS interpretations of the Code and future changes in tax laws and regulations. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Investment in the Subsidiary </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund invests in the Subsidiary in order
to gain exposure to Regulation S securities that are not freely tradable in the U.S. The Fund intends for the Subsidiary to be treated as a disregarded entity for U.S. federal income tax purposes. As such, the Fund intends for the Subsidiary to be
disregarded as an entity separate from its sole shareholder the Fund, and the Subsidiary is treated as a division or branch of the Fund. Instead, </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">75 </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
assuming that the Subsidiary is a disregarded entity, the Fund is treated as owning the Subsidiary&#146;s assets directly for U.S. federal income tax purposes. The Fund will report separately on
its own income tax return the Subsidiary&#146;s income, gains, losses, deductions, and credits as such items are realized. Cash distributions by the Subsidiary to the Fund are a nonevent for U.S. federal income tax purposes and, therefore, result in
no income or gain to the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Backup Withholding </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund may be required to withhold U.S. federal income tax from all taxable distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. The withholding percentage is currently 24%. Corporate shareholders and certain other shareholders specified
in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder&#146;s U.S. federal income tax liability provided the required information is
timely furnished to the IRS. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Foreign Shareholders </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">U.S. taxation of a shareholder who is not a U.S. Common Shareholder (&#147;foreign shareholder&#148;) depends on whether the income from its investment in the Fund is &#147;effectively connected&#148;
with a U.S. trade or business carried on by the shareholder. If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Fund shares, the tax treatment of a partner in the partnership will generally
depend upon the status of the partner and the activities of the partnership. A partnership holding Fund shares should consult its tax advisors with respect to the purchase, ownership and disposition of Fund shares and the relevant U.S. federal
income tax considerations to its partners. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Income not Effectively Connected </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If the income from the Fund is not &#147;effectively connected&#148; with a U.S. trade or business carried on by the foreign shareholder,
distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally withheld from such distributions. Distributions which are generally reported by the Fund as
&#147;interest-related dividends&#148; or &#147;short-term capital gain dividends&#148; are, however, currently exempt from the 30% withholding tax. Interest-related dividends and short-term capital gain dividends generally represent distributions
of interest or short-term capital gains that would not have been subject to U.S. withholding tax at the source if they had been received directly by a foreign person and satisfy certain other requirements. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Distributions of capital gain dividends (including any amounts retained by the Fund which are reported as undistributed capital gains)
and gains recognized on the sale or other disposition of common stock will not be subject to U.S. tax unless the foreign shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the
taxable year and meets certain other requirements, in which case the foreign shareholder will generally be subject to income tax at a 30% rate (or lower applicable treaty rate) on the capital gain, which may be offset by certain U.S. source capital
losses. However, this 30% tax on capital gains of nonresident alien individuals who are physically present in the United States for more than the 182 day period only applies in exceptional cases because any individual present in the United States
for more than 182 days during the taxable year is generally treated as a resident for U.S. income tax purposes; in that case, he or she would be subject to U.S. income tax on his or her worldwide income at the graduated rates applicable to U.S.
citizens, rather than the 30% U.S. tax. In the case of a foreign shareholder who is a nonresident alien individual, the Fund may be required to withhold U.S. income tax from distributions of net capital gain unless the foreign shareholder certifies
his or her non-U.S. status under penalties of perjury or otherwise establishes an exemption. See &#147;Tax Matters&#151;Backup Withholding.&#148; </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">76 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Income Effectively Connected </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">If the income from the Fund is &#147;effectively connected&#148; with a U.S. trade or business carried on by a foreign shareholder, then
distributions of investment company taxable income and capital gain dividends, any amounts retained by the Fund which are reported as undistributed capital gains and any gains realized upon the sale or exchange of shares of the Fund will be subject
to U.S. income tax at the graduated rates applicable to U.S. citizens, residents and domestic corporations. Foreign corporate shareholders also may be subject to the branch profits tax imposed by the Code. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described
herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>FATCA Reporting and Withholding Requirements </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Under legislation known as
&#147;FATCA&#148; (the Foreign Account Tax Compliance Act), the Fund will be required to withhold a 30% tax on ordinary income dividends paid by the Fund to certain foreign entities, referred to as FFIs (defined below) or NFFEs (also defined below),
that fail to meet prescribed information reporting or certification requirements. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from
the sale of Fund shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). In general, no such
withholding will be required with respect to a U.S. person or foreign individual that timely provides the certifications required by the Fund or its agent on a valid IRS Form&nbsp;W-9, W-8BEN or W-8BEN-E, respectively. Shareholders potentially
subject to withholding include foreign financial institutions (&#147;FFIs&#148;), such as foreign investment funds, and non-financial foreign entities (&#147;NFFEs&#148;). To avoid withholding under FATCA, an FFI generally must enter into an
information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity
shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify itself and may be required to provide other required information to the Fund or other withholding agent regarding its U.S. owners, if any. Such
foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. entity that invests in the Fund will need to provide the Fund with documentation properly
certifying the entity&#146;s status under FATCA in order to avoid FATCA withholding. A foreign shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA may be subject
to different requirements provided that the shareholder and the applicable foreign government comply with the terms of such agreement. Foreign shareholders are encouraged to consult with their tax advisers regarding the possible implications of
these requirements on their investment in Fund shares. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">THE FOREGOING DISCUSSION IS A SUMMARY ONLY AND IS NOT INTENDED AS A
SUBSTITUTE FOR CAREFUL TAX PLANNING. PURCHASERS OF COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF INVESTING IN SUCH COMMON SHARES, INCLUDING UNDER STATE, LOCAL AND OTHER TAX LAWS. FINALLY, THE FOREGOING DISCUSSION
IS BASED ON APPLICABLE PROVISIONS OF THE CODE, REGULATIONS, JUDICIAL AUTHORITY AND ADMINISTRATIVE INTERPRETATIONS IN EFFECT ON THE DATE HEREOF. CHANGES IN APPLICABLE AUTHORITY COULD MATERIALLY AFFECT THE CONCLUSIONS DISCUSSED ABOVE, AND SUCH CHANGES
OFTEN OCCUR.</FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">77 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_15"></A><A NAME="tx47790_10"></A>EXPERTS </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Financial Statements of the Fund are audited by PricewaterhouseCoopers LLP (&#147;PwC&#148;), an independent registered public
accounting firm, as set forth in their report thereon appearing elsewhere herein, and will be included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. PwC provides assistance on accounting,
tax and related matters to the Fund. The principal business address of PwC is One North Wacker Dr, Chicago, IL 60606. </FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_16">
</A><A NAME="tx47790_11"></A>CUSTODIAN AND TRANSFER AGENT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The custodian of the Fund&#146;s assets and the
Subsidiary&#146;s assets is State Street Bank and Trust Company (the &#147;Custodian&#148;), One Lincoln Street, Boston, Massachusetts 02111. The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund&#146;s
transfer, shareholder services and dividend paying agent is Computershare Inc. and Computershare Trust Company, N.A. Computershare is located at 150 Royall Street, Canton, Massachusetts 02021. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_17"></A><A NAME="tx47790_12"></A>ADDITIONAL INFORMATION </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A Registration Statement on Form N-2, including amendments thereto, relating to the shares of the Fund offered hereby, has been filed by
the Fund with the SEC in Washington, D.C. The Fund&#146;s Prospectus and this SAI do not contain all of the information set forth in the Registration Statement, including any exhibits and schedules thereto. For further information with respect to
the Fund and the shares offered hereby, reference is made to the Fund&#146;s Registration Statement. Statements contained in the Fund&#146;s Prospectus and this SAI as to the contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement. Copies of the Registration Statement may be inspected without charge at the SEC&#146;s principal office
in Washington, D.C., and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC or on the SEC&#146;s website at http://www.sec.gov. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">78 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_18"></A>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
</B></FONT></P>  <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">To the Board of Trustees and Shareholder of Nuveen Core Plus Impact Fund </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><I>Opinion on the Financial Statements </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">We have audited the accompanying statement of
assets and liabilities of Nuveen Core Plus Impact Fund (the &#147;Fund&#148;) as of March 15, 2021 and the related statement of operations for the period from December 4, 2020 (date of organization) through March 15, 2021, including the related
notes (collectively referred to as the &#147;financial statements&#148;). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 15, 2021, and the results of its operations
for the period from December 4, 2020 (date of organization) through March 15, 2021 in conformity with accounting principles generally accepted in the United States of America. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><I>Basis for Opinion </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">These financial statements are the responsibility of the
Fund&#146;s management. Our responsibility is to express an opinion on the Fund&#146;s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">/s/ PricewaterhouseCoopers </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chicago, Illinois </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">March 25, 2021 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">We have served as the auditor
of one or more Fund&#146;s within the Nuveen Investment complex since 2002. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">79 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_19"></A>FINANCIAL STATEMENTS </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Core Plus Impact Fund </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Statement of Assets and Liabilities </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">March&nbsp;15, 2021 </FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="91%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Assets:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Cash</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Receivable from Adviser</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">16,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:5.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Total assets</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">116,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Liabilities:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Payable for organization expenses</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">16,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:5.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Total liabilities</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">16,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Net assets applicable to Common shares</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Common shares outstanding</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">5,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Net asset value per Common share outstanding ($100,000 divided by 5,000 Common shares outstanding)</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">20.00</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Net assets consist of:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Common shares, $.01 par value; unlimited number of Common shares authorized, 5,000 Common shares outstanding</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">50</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Paid-in surplus</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">99,950</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Net assets applicable to Common shares</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">100,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="font-size:120px;margin-top:0px;margin-bottom:0px">&nbsp;</P>  <P STYLE="margin-top:120px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><I>See accompanying Notes to Financial Statements. </I></FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">80 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Core Plus Impact Fund </B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">Statement of Operations </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the
period from December&nbsp;4, 2020 (date of organization) through March&nbsp;15, 2021 </FONT></P>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="91%"></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Investment income</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"> &#151;&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Expenses:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Organization expenses</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">16,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Expense reimbursement</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">(16,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">)&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:5.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Total expenses</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Net investment income</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#151;&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="font-size:120px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="font-size:120px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
 <P STYLE="margin-top:120px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>See accompanying Notes to Financial Statements. </I></FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">81 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Notes to Financial Statements </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(1) General Information </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Core Plus Impact Fund (the &#147;Fund&#148;) was organized as a Massachusetts business trust on December&nbsp;4, 2020. The Fund has
been inactive since that date to March&nbsp;15, 2021 except for matters relating to its organization and registration as a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, and the sale of 5,000 shares to Nuveen Fund Advisors, LLC (&#147;Nuveen Fund Advisors&#148;), the Fund&#146;s investment adviser, an indirect subsidiary of Nuveen, LLC (&#147;Nuveen&#148;), the investment
management arm of Teachers Insurance and Annuity Association of America (&#147;TIAA&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund&#146;s investment
objective is to seek total return through high current income and capital appreciation, while giving special consideration to certain impact and environmental, social and governance criteria. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">On or about May&nbsp;2, 2033, the Fund intends to cease its investment operations, liquidate its portfolio, retire or redeem its leverage
facilities, and distribute its net assets to common shareholders of record. However, the Board of Trustees of the Fund may vote to extend the termination date in accordance with the terms set forth in the Declaration of Trust. Furthermore, the Board
of Trustees may determine to cause the Fund to conduct a tender offer to purchase up to 100% of the then-outstanding Common Shares as of a date within the 18 months preceding the anticipated May&nbsp;2, 2033 termination date. If the tender offer is
completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, provide that the Fund may continue without limitation of time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>(2) Significant Accounting Policies </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund is an investment company and
follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 &#147;Financial Services&#151;Investment Companies.&#148; The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America (&#147;U.S. GAAP&#148;) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in net assets applicable to Common shares from operations during the reporting period. Actual results may differ from those estimates. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Under the Fund&#146;s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the
performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund&#146;s maximum exposure under these arrangements is unknown as
this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>(3) Organization Expenses and Offering Costs </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Organization expenses are
expensed as incurred. Nuveen Fund Advisors has agreed to (i)&nbsp;reimburse all organization expenses of the Fund and (ii)&nbsp;pay the Fund&#146;s offering costs. Nuveen Fund Advisors would pay all offering costs. The Fund is not obligated to repay
any such organization expense or offering costs paid by Nuveen Fund Advisors. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(4) Investment Management Agreement </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors will be responsible for overseeing the Fund&#146;s overall investment strategy and its implementation, including the
use of leverage. Nuveen Asset Management, an affiliate of Nuveen Fund Advisors and the Fund&#146;s sub-adviser, will be responsible for the investing activities of the Fund. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Fund has agreed to pay an annual management fee to Nuveen Fund Advisors, payable on a monthly basis, based on the sum of a fund-level fee and a complex-level fee, as described below. Nuveen Asset
Management will be compensated for its services to the Fund from the management fee paid to Nuveen Fund Advisors. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">82 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
  <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Fund-Level Fee:</B> The annual fund-level fee, payable monthly, shall be applied
according to the following schedule: </FONT></P>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="83%"></TD>

<TD VALIGN="bottom" WIDTH="12%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Fund-Level Average Daily Managed Assets</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B><FONT STYLE="white-space:nowrap">Fund-Level&nbsp;Fee&nbsp;Rate</FONT></B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the first $500 million</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.8000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">%&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the next $500 million</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.7750</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the next $500 million</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.7500</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the next $500 million</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.7250</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">For Managed Assets over $2 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.7000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
</TABLE>   <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Complex-Level Fee:</B> The annual complex-level fee for the Fund, payable monthly, is
calculated by multiplying the current complex-wide fee rate, determined according to the following schedule, by the Fund&#146;s daily Managed Assets: </FONT></P>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="80%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Complex-Level Eligible Asset<BR></B></FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Breakpoint Level *&nbsp;</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" NOWRAP ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B><FONT STYLE="white-space:nowrap">Effective&nbsp;Complex-Level</FONT><BR>Fee Rate at
Breakpoint<BR>Level</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$55 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.2000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">%&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$56 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1996</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$57 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1989</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$60 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1961</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$63 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1931</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$66 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1900</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$71 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1851</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$76 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1806</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$80 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1773</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$91 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1691</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$125 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1599</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$200 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1505</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$250 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1469</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">$300 billion</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">0.1445</FONT></TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
</TABLE>  <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">*</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">For the complex-level fees, managed assets include closed-end fund assets managed by Nuveen Fund Advisors that are attributable to certain
types of leverage. For these purposes, leverage includes the funds&#146; use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB)
trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust&#146;s issuance of floating rate securities, subject to an agreement by Nuveen Fund Advisors as to certain funds to limit the amount of such
assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute &#147;eligible assets.&#148; Eligible
assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with Nuveen Fund Advisors&#146; assumption of the
management of the former First American Funds effect January&nbsp;1, 2011. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>(5) Income Taxes </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies. The Fund intends to distribute substantially all of its net investment income to shareholders. In any year when the Fund realizes net capital gains, the Fund may choose to distribute all or a portion of its net capital gains to
shareholders or, alternatively, to retain all or a portion of its net capital gains and pay Federal corporate income taxes on such retained gains. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">83 </FONT></P>



<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_20"></A>APPENDIX A </B></FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Ratings of Investments </B></FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Standard&nbsp;&amp; Poor&#146;s Corporation&#151;</B>A brief description of the applicable Standard&nbsp;&amp; Poor&#146;s Financial Services LLC, a subsidiary of The McGraw-Hill Companies
(&#147;Standard&nbsp;&amp; Poor&#146;s&#148; or &#147;S&amp;P&#148;), rating symbols and their meanings (as published by S&amp;P) follows: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">A Standard&nbsp;&amp; Poor&#146;s 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 Standard&nbsp;&amp; Poor&#146;s view of the obligor&#146;s capacity and willingness to meet its financial commitments as they come due, and
may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days&#151;including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>LONG-TERM ISSUE CREDIT RATINGS
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Issue credit ratings are based in varying degrees, on S&amp;P&#146;s analysis of the following considerations: </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">1. Likelihood of payment&#151;capacity and willingness of the obligor to meet its financial commitment on an obligation in
accordance with the terms of the obligation; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">2. Nature of and provisions of the obligation; and </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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&#146; rights. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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 applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">AAA </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An
obligation rated &#145;AAA&#146; has the highest rating assigned by Standard&nbsp;&amp; Poor&#146;s. The obligor&#146;s capacity to meet its financial commitment on the obligation is extremely strong. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">AA </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An
obligation rated &#145;AA&#146; differs from the highest-rated obligations only to a small degree. The obligor&#146;s capacity to meet its financial commitment on the obligation is very strong. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An
obligation rated &#145;A&#146; is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor&#146;s capacity to meet its financial commitment
on the obligation is still strong. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-1
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">BBB </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;BBB&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">BB, B, CCC, CC, and C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated &#145;BB&#146;, &#145;B&#146;, &#145;CCC&#146;, &#145;CC&#146;, and &#145;C&#146; are regarded as having significant
speculative characteristics. &#145;BB&#146; indicates the least degree of speculation and &#145;C&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">BB </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;BB&#146; is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic
conditions, which could lead to the obligor&#146;s inadequate capacity to meet its financial commitment on the obligation. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">B
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;B&#146; is more vulnerable to nonpayment than obligations rated &#145;BB&#146;, but the obligor
currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor&#146;s capacity or willingness to meet its financial commitment on the obligation.
</FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">CCC </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;CCC&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">CC </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;CC&#146; is currently highly vulnerable to nonpayment. The &#145;CC&#146; rating is used when a default has not yet occurred, but Standard&nbsp;&amp; Poor&#146;s expects default
to be a virtual certainty, regardless of the anticipated time to default. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;C&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">D </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">An obligation rated &#145;D&#146; is in default or in breach of an imputed promise. For non-hybrid capital instruments, the &#145;D&#146;
rating category is used when payments on an obligation are not made on the date due, unless Standard&nbsp;&amp; Poor&#146;s 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 &#145;D&#146; 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 obligation&#146;s rating is lowered to &#145;D&#146; if it is subject to a distressed exchange offer </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">N.R. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard&nbsp;&amp; Poor&#146;s does not rate a particular obligation as a matter of policy. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-2
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Plus (+)&nbsp;or minus (-). The ratings from &#145;AA&#146; to &#145;CCC&#146; may be
modified by the addition of a plus or minus sign to show relative standing within the major rating categories. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>SHORT-TERM ISSUE CREDIT
RATINGS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-1 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">A short-term obligation rated &#145;A-1&#146; is rated in the highest category by Standard&nbsp;&amp; Poor&#146;s. The obligor&#146;s capacity to meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor&#146;s capacity to meet its financial commitment on these obligations is extremely strong. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-2 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A
short-term obligation rated &#145;A-2&#146; is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor&#146;s capacity to meet its
financial commitment on the obligation is satisfactory. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-3 </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A short-term obligation rated &#145;A-3&#146; 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. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">B </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A short-term
obligation rated &#145;B&#146; 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
obligor&#146;s inadequate capacity to meet its financial commitments. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A short-term obligation rated &#145;C&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">D </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A short-term obligation rated &#145;D&#146; is in default or in breach of an imputed promise. For non-hybrid capital instruments, the
&#145;D&#146; rating category is used when payments on an obligation are not made on the date due, unless Standard&nbsp;&amp; Poor&#146;s 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 &#145;D&#146; 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 obligation&#146;s rating is lowered to &#145;D&#146; if it is subject to a distressed exchange offer. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Dual Ratings: Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as
due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second
component of the rating relates to the put option and is assigned a short-term rating symbol (for example, &#145;AAA/A-1+&#146; or &#145;A-1+/A-1&#146;). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols
are used for the first component of the rating (for example, &#145;SP-1+/A-1+&#146;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>MUNICIPAL SHORT-TERM NOTE RATINGS DEFINITIONS
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A Standard&nbsp;&amp; Poor&#146;s U.S. municipal note rating reflects Standard&nbsp;&amp; Poor&#146;s opinion about the
liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. </FONT></P>

 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-3
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">In determining which type of rating, if any, to assign, Standard&nbsp;&amp; Poor&#146;s analysis will review
the following considerations: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">1. Amortization schedule&#151;the larger the final maturity relative to other
maturities, the more likely it will be treated as a note; and </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">2. Source of payment&#151;the more dependent the
issue is on the market for its refinancing, the more likely it will be treated as a note. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Note rating symbols are as follows:
</FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">SP-1 </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+)&nbsp;designation. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">SP-2 </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of
the notes. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">SP-3 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Speculative capacity to pay principal and interest. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Moody&#146;s Investors
Service, Inc.&#151;</B> A brief description of the applicable Moody&#146;s Investors Service, Inc. (&#147;Moody&#146;s&#148;) rating symbols and their meanings (as published by Moody&#146;s) follows: </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>LONG-TERM OBLIGATION RATINGS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Moody&#146;s 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Aaa </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Aa </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations
rated Aa are judged to be of high quality and are subject to very low credit risk. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Baa </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk. They are considered medium grade and as such may
possess certain speculative characteristics. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Ba </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">B </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated B are considered speculative and are subject to high credit
risk. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-4
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Caa </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Obligations rated Caa are judged to be speculative, of poor standing, and are subject to very high credit risk. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Ca </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
</FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Note: Moody&#146;s 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. Additionally, a
&#147;(hyb)&#148; indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.* </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">*<I></I></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially
result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned
to a hybrid security is an expression of the relative credit risk associated with that security.</I> </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>MEDIUM-TERM NOTE
PROGRAM RATINGS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Moody&#146;s assigns provisional ratings to medium-term note (&#147;MTN&#148;) programs and definitive
ratings to the individual debt securities issued from them (referred to as drawdowns or notes). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">MTN program ratings are
intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (<I>e.g., </I>senior or subordinated). To capture the contingent nature of a program rating, Moody&#146;s assigns
provisional ratings to MTN programs. A provisional rating is denoted by a (P)&nbsp;in front of the rating. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The rating assigned
to a drawdown from a rated MTN or bank/deposit note program is definitive in nature, and may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuer&#146;s default, such as links to the defaults of
other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Moody&#146;s encourages market participants to contact Moody&#146;s Ratings Desks or visit moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note
program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>SHORT-TERM OBLIGATION RATINGS </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Moody&#146;s 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. Moody&#146;s employs the following designations to indicate the relative repayment ability of rated issuers: </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">P-1 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">P-2 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-5
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">P-3 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">NP </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>U.S. MUNICIPAL SHORT-TERM OBLIGATION RATINGS </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Municipal Investment Grade (MIG) scale is used to rate U.S. municipal bond anticipation notes of up to three years&#146; maturity.
Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer&#146;s long-term rating is
only one consideration in assigning the MIG rating. MIG ratings are divided into three levels&#151;MIG 1 through MIG 3&#151;while speculative grade short-term obligations are designated SG. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">MIG1 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This
designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">MIG2 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This
designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">MIG3 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This
designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">SG </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This designation denotes speculative-grade credit quality. Debt instruments in
this category may lack sufficient margins of protection. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Fitch Ratings, Inc.&#151;</B> A brief description of the
applicable Fitch Ratings, Inc. (&#147;Fitch&#148;) ratings symbols and meanings (as published by Fitch) follows: </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rated
entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity&#146;s relative vulnerability to default on
financial obligations. The &#147;threshold&#148; default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative
vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In aggregate, IDRs provide an ordinal ranking of issuers based on the agency&#146;s view of their relative vulnerability to default,
rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings
website. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>LONG-TERM CREDIT RATINGS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">AAA </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Highest credit quality. &#145;AAA&#146; ratings denote the lowest expectation
of default risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-6
</FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">AA </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Very high credit quality. &#145;AA&#146; ratings denote expectations of a very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">High credit quality. &#145;A&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">BBB </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Good credit quality. &#145;BBB&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">BB </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Speculative. &#145;BB&#146; 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. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">B </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Highly
speculative. &#145;B&#146; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">CCC </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Substantial credit risk. Default is a real possibility. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">CC </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Very high levels of credit risk. Default of some kind appears probable. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are
indicative of a &#145;C&#146; category rating for an issuer include: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">a. the issuer has entered into a grace or
cure period following non-payment of a material financial obligation; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">b. the issuer has entered into a
temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">c. Fitch Ratings otherwise believes a condition of &#145;RD&#146; or &#145;D&#146; to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">RD </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Restricted
default. &#145;RD&#146; ratings indicate an issuer that in Fitch Ratings&#146; 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 business. This would include: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">a. the selective payment default on a specific class or currency of debt; </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-7
</FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">b. 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; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">c. 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 </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">d. execution of a distressed debt exchange on one or more material financial obligations. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">D </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Default.
&#145;D&#146; ratings indicate an issuer that in Fitch Ratings&#146; 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, nonpayment 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">&#147;Imminent&#148; 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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In all cases, the assignment of a default rating reflects the agency&#146;s 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 issuer&#146;s financial obligations or local commercial practice. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Note: The modifiers &#147;+&#148; or &#147;-&#148; may be appended to a rating to denote relative status within major rating categories.
Such suffixes are not added to the &#145;AAA&#146; Long-Term IDR category, or to Long-Term IDR categories below &#145;B&#146;. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specific limitations relevant to the issuer credit rating scale include: </FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not predict a specific percentage of default likelihood over any given time period. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the market value of any issuer&#146;s securities or stock, or the likelihood that this value may change.
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the liquidity of the issuer&#146;s securities or stock. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the possible loss severity on an obligation should an issuer default. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the suitability of an issuer as counterparty to trade credit. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on any quality related to an issuer&#146;s business, operational or financial profile other than the agency&#146;s opinion on
its relative vulnerability to default. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Ratings assigned by Fitch Ratings articulate an opinion on discrete
and specific areas of risk. The above list is not exhaustive, and is provided for the reader&#146;s convenience. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>SHORT-TERM OBLIGATION
RATINGS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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
&#147;short term&#148; 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. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-8
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">F1 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added &#147;+&#148; to denote any exceptionally strong credit
feature. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">F2 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">F3 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Fair short-term credit quality. The intrinsic capacity for timely payment of
financial commitments is adequate. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">B </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">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.
</FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">C </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">High short-term default risk. Default is a real possibility. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">RD </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">D
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specific limitations relevant to the Short-Term Ratings scale include: </FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not predict a specific percentage of default likelihood over any given time period. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the market value of any issuer&#146;s securities or stock, or the likelihood that this value may change.
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the liquidity of the issuer&#146;s securities or stock. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on the possible loss severity on an obligation should an obligation default. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The ratings do not opine on any quality related to an issuer or transaction&#146;s profile other than the agency&#146;s opinion on the relative
vulnerability to default of the rated issuer or obligation. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Ratings assigned by Fitch Ratings articulate an
opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the reader&#146;s convenience. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>RATING WATCHES AND RATING OUTLOOKS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Rating Watch </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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 &#147;Positive&#148;, indicating a potential upgrade, &#147;Negative&#148;, for a potential downgrade, or &#147;Evolving&#148;, 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. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-9
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A Rating Watch is typically event-driven and, as such, it is generally resolved over a
relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The Watch period is typically used to gather further information and/or
subject the information to further analysis. Additionally, a Watch may be used where the rating implications are already clear, but where a triggering event (e.g. shareholder or regulatory approval) exists. The Watch will typically extend to cover
the period until the triggering event is resolved or its outcome is predictable with a high enough degree of certainty to permit resolution of the Watch. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Rating Watches can be employed by all analytical groups and are applied to the ratings of individual entities and/or individual instruments. At the lowest categories of speculative grade (&#145;CCC&#146;,
&#145;CC&#146; and &#145;C&#146;) the high volatility of credit profiles may imply that almost all ratings should carry a Watch. Watches are nonetheless only applied selectively in these categories, where a committee decides that particular events
or threats are best communicated by the addition of the Watch designation. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating Outlook </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating Outlooks indicate the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends
that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue. The majority of Outlooks are generally Stable, which is consistent with the historical migration experience of ratings over a one-
to two-year period. Positive or Negative rating Outlooks do not imply that a rating change is inevitable and, similarly, ratings with Stable Outlooks can be raised or lowered without a prior revision to the Outlook, if circumstances warrant such an
action. Occasionally, where the fundamental trend has strong, conflicting elements of both positive and negative, the Rating Outlook may be described as Evolving. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Outlooks are currently applied on the long-term scale to issuer ratings in corporate finance (including sovereigns, industrials, utilities, financial institutions and insurance companies) and public
finance outside the U.S.; to issue ratings in public finance in the U.S.; to certain issues in project finance; to Insurer Financial Strength Ratings; to issuer and/or issue ratings in a number of National Rating scales; and to the ratings of
structured finance transactions. Outlooks are not applied to ratings assigned on the short-term scale and are applied selectively to ratings in the &#145;CCC&#146;, &#145;CC&#146; and &#145;C&#146; categories. Defaulted ratings typically do not
carry an Outlook. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Deciding When to Assign Rating Watch or Outlook </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Timing is informative but not critical to the choice of a Watch rather than an Outlook. A discrete event that is largely clear and the
terms of which are defined, but which will not happen for more than six months&#151;such as a lengthy regulatory approval process&#151;would nonetheless likely see ratings placed on Watch rather than a revision to the Outlook. An Outlook revision
may, however, be deemed more appropriate where a series of potential event risks has been identified, none of which individually warrants a Watch but which cumulatively indicate heightened probability of a rating change over the following one to two
years. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A revision to the Outlook may also be appropriate where a specific event has been identified, but where the conditions
and implications of that event are largely unclear and subject to high execution risk over an extended period&#151;for example a proposed, but politically controversial, privatization. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>STANDARD RATING ACTIONS </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Affirmed* </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The rating has been reviewed and no change has been deemed necessary. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Confirmed </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Action taken in response to an external request or change in terms. Rating has been reviewed in either context, and no rating change has
been deemed necessary. </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-10
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Downgrade* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The rating has been lowered in the scale. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Matured*/Paid-In-Full </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">a. &#145;Matured&#146;&#151;This action is used when an issue has reached the end of its repayment term and rating coverage is
discontinued. Denoted as &#145;NR&#146;. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">b. &#145;Paid-In-Full&#146;&#151;This action indicates that the issue has been paid
in full. As the issue no longer exists, it is therefore no longer rated. Denoted as &#145;PIF&#146;. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">New Rating* </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating has been assigned to a previously unrated issue primarily used in cases of shelf issues such as MTNs or similar programs.
</FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Prerefunded* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Assigned to long-term US Public Finance issues after Fitch assesses refunding escrow. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Publish* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Initial public announcement of rating on the agency&#146;s website,
although not necessarily the first rating assigned. This action denotes when a previously private rating is published. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Upgrade* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The
rating has been raised in the scale. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Withdrawn* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The rating has been withdrawn and the issue or issuer is no longer rated by Fitch Ratings. Indicated in rating databases with the symbol &#145;WD&#146;. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating Modifier Actions </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Modifiers include Rating Outlook, Rating Watch, and Recovery Rating. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating
Watch Maintained* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The issue or issuer has been reviewed and remains on active Rating Watch status. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating Watch On* </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The issue or issuer has been placed on active Rating Watch status. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Rating Watch Revision* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Rating Watch status has changed. </FONT></P> <P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Support Floor Rating Revision </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Applicable only to Support ratings related to Financial Institutions, which are amended only with this action. </FONT></P>
<P STYLE="margin-top:10px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Under Review* </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Applicable to ratings that may undergo a change in scale not related to changes in fundamental credit quality. Final action will be
&#147;Revision Rating&#148; </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-11
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Revision Outlook* </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">The Rating Outlook status has changed independent of a full review of the underlying rating. </FONT></P> <P STYLE="font-size:18px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">*</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">A rating action must be recorded for each rating in a required cycle to be considered compliant with Fitch policy concerning aging of ratings.
Not all Ratings or Data Actions, or changes in rating modifiers, will meet this requirement. Actions that meet this requirement are noted with an &#147; * &#147; in the above definitions. </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">A-12
</FONT></P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><A NAME="sai47790_21"></A>APPENDIX B </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Asset Management, LLC </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Proxy Voting Policies and Procedures </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Effective Date: January&nbsp;1,
2011, as last amended March 5, 2020 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:3px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P>
<P STYLE="line-height:3px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>I. &nbsp;&nbsp;&nbsp;&nbsp;General Principles
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>A.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;Nuveen Asset Management, LLC (&#147;N<U>AM</U>&#148;) is an
investment <FONT STYLE="white-space:nowrap">sub-adviser</FONT> for certain of the Nuveen Funds (the &#147;<U>Funds</U>&#148;) and investment adviser for institutional and other separately managed accounts (collectively, with the Funds,
&#147;<U>Accounts</U>&#148;). As such, Accounts may confer upon NAM complete discretion to vote proxies.</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP></FONT><FONT
STYLE="font-family:Times New Roman" SIZE="2"> </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>B.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;When NAM has proxy voting authority, it
is NAM&#146;s duty to vote proxies in the best interests of its clients (which may involve affirmatively deciding that voting the proxies may not be in the best interests of certain clients on certain matters). In voting proxies, NAM also seeks to
enhance total investment return for its clients. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>C.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;If NAM contracts with another
investment adviser to act as a <FONT STYLE="white-space:nowrap">sub-adviser</FONT> for an Account, NAM may delegate proxy voting responsibility to the <FONT STYLE="white-space:nowrap">sub-adviser.</FONT> Where NAM has delegated proxy voting
responsibility, the <FONT STYLE="white-space:nowrap">sub-adviser</FONT> will be responsible for developing and adhering to its own proxy voting policies, subject to oversight by NAM. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>D.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;NAM&#146;s Proxy Voting Committee (&#147;PVC&#148;) provides oversight of NAM&#146;s proxy voting
policies and procedures, including (1)&nbsp;providing an administrative framework to facilitate and monitor the exercise of such proxy voting and to fulfill the obligations of reporting and recordkeeping under the federal securities laws; and
(2)&nbsp;approving the proxy voting policies and procedures. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>II.&nbsp;&nbsp;&nbsp;&nbsp;Policies </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">The PVC after reviewing and concluding that such policies are reasonably designed to vote proxies in the best
interests of clients, has approved and adopted the proxy voting policies (&#147;Policies&#148;) of&nbsp;Institutional Shareholder Services, Inc.&nbsp;(&#147;<U>ISS</U>&#148;), a leading national provider of proxy voting administrative and research
services.</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">i</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> As a result, such Policies set forth NAM&#146;s
positions on recurring proxy issues and criteria for addressing <FONT STYLE="white-space:nowrap">non-recurring</FONT> issues. These Policies are reviewed periodically by ISS, and therefore are subject to change. Even though it has adopted the
Policies as drafted by ISS, NAM maintains the fiduciary responsibility for all proxy voting decisions. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>III.&nbsp;&nbsp;&nbsp;&nbsp;Procedures </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><I>A.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Supervision of Proxy Voting. </I></B><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Day-to-day</FONT></FONT> administration of proxy voting
may be provided internally or by a third-party service provider, depending on client type, subject to the ultimate oversight of the PVC. The PVC shall supervise the relationships with NAM&#146;s proxy voting services, ISS. ISS apprises Nuveen Global
Operations (&#147;NGO&#148;) of shareholder meeting dates, and casts the actual proxy votes. ISS also provides research </FONT></P> <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP>&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">NAM does not vote proxies where a client withholds proxy voting authority, and in certain <FONT STYLE="white-space:nowrap">non-discretionary</FONT> and
model programs NAM votes proxies in accordance with its Policies in effect from time to time. Clients may opt to vote proxies themselves, or to have proxies voted by an independent third party or other named fiduciary or agent, at the client&#146;s
cost. </FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">i</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> ISS has separate polices for Taft Hartley plans
and it is NAM&#146;s policy to apply the Taft Hartley polices to accounts that are Taft Hartley plans and have requested the application of such policies. </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-1
</FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">
on proxy proposals and voting recommendations. ISS serves as NAM&#146;s proxy voting record keepers and generate reports on how proxies were voted. NGO periodically reviews communications from
ISS to determine whether ISS voted the correct amount of proxies, whether the votes were cast in a timely manner, and whether the vote was in accordance with the Policies or NAM&#146;s specific instructions </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>B. &nbsp;&nbsp;&nbsp;&nbsp;General Avoidance of Conflicts of Interest. </I></B></FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">1.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">NAM believe that most conflicts of interest faced by NAM in voting proxies can be avoided by voting in accordance with the Policies. Examples of such
conflicts of interest are as follows:</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">2</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2">
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">a.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The issuer or proxy proponent (e.g., a special interest group) is TIAA-CREF, the ultimate principal owner of NAM, or any of its affiliates.
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">b.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The issuer is an entity in which an executive officer of NAM or a spouse or domestic partner of any such executive officer is or was (within
the past three years of the proxy vote) an executive officer or director. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">c.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The issuer is a registered or unregistered fund or other client for which NAM or another affiliated adviser has a material relationship as
investment adviser or <FONT STYLE="white-space:nowrap">sub-adviser</FONT> (e.g., Nuveen Funds and TIAA Funds) or an institutional separate account. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">d.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Any other circumstances that NAM is aware of where NAM&#146;s duty to serve its clients&#146; interests, typically referred to as its
&#147;duty of loyalty,&#148; could be materially compromised. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">2.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">To further minimize this risk, Compliance will review ISS&#146; conflict avoidance policy at least annually to ensure that it adequately
addresses both the actual and perceived conflicts of interest ISS may face. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">3.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">In the event that ISS faces a material conflict of interest with respect to a specific vote, the PVC shall direct ISS how to vote. The PVC
shall receive voting direction from appropriate investment personnel. Before doing so, the PVC will consult with Legal to confirm that NAM faces no material conflicts of its own with respect to the specific proxy vote. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">4.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Where ISS is determined to have a conflict of interest, or NAM determines to override the Policies and is determined to have a conflict, the
PVC will recommend to NAM&#146;s Compliance Committee or designee a course of action designed to address the conflict. Such actions could include, but are not limited to: </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">a.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Obtaining instructions from the affected client(s) on how to vote the proxy; </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">b.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Disclosing the conflict to the affected client(s) and seeking their consent to permit NAM to vote the proxy; </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">c.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Voting in proportion to the other shareholders; </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">e.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Recusing the individual with the actual or potential conflict of interest from all discussion or consideration of the matter, if the material
conflict is due to such person&#146;s actual or potential conflict of interest; or </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">f.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Following the recommendation of a different independent third party. </FONT></P></TD></TR></TABLE>
<p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">2</SUP>&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">A conflict of interest shall not be considered material for the purposes of these Policies and Procedures with respect to a specific vote or
circumstance if the matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a
bankruptcy or threatened bankruptcy of the issuer. </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-2
</FONT></P>


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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">5.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition to all of the above-mentioned and other conflicts, the Head of Equity Research, NGO and any member of the PVC must notify
NAM&#146;s Chief Compliance Officer (&#147;CCO&#148;) of any direct, indirect or perceived improper influence exerted by any employee, officer or director of TIAA or its subsidiaries with regard to how NAM should vote proxies. NAM Compliance will
investigate any such allegations and will report the findings to the PVC and, if deemed appropriate, to NAM&#146;s Compliance Committee. If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate
action may include disciplinary action, notification of the appropriate senior managers, or notification of the appropriate regulatory authorities. In all cases, NAM will not consider any improper influence in determining how to vote proxies, and
will vote in the best interests of clients. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>C. </I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Proxy Vote
Override. </I></B>From time to time, a portfolio manager of an account (a &#147;<U>Portfolio Manager</U>&#148;) may initiate action to override the Policies&#146; recommendation for a particular vote. Any such override by a NAM Portfolio Manager
(but not a <FONT STYLE="white-space:nowrap">sub-adviser</FONT> Portfolio Manager) shall be reviewed by NAM&#146;s Legal Department for material conflicts. If the Legal Department determines that no material conflicts exist, the approval of one
member of the PVC shall authorize the override. If a material conflict exists, the conflict and, ultimately, the override recommendation will be rejected and will revert to the original Policies recommendation or will be addressed pursuant to the
procedures described above under &#147;Conflicts of Interest.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">In addition, the PVC may determine from time to time that
a particular recommendation in the Policies should be overridden based on a determination that the recommendation is inappropriate and not in the best interests of shareholders. Any such determination shall be reflected in the minutes of a meeting
of the PVC at which such decision is made. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>D.&nbsp;&nbsp;&nbsp;&nbsp;Securities Lending. </I></B></FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">1.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">In order to generate incremental revenue, some clients may participate in a securities lending program. If a client has elected to participate
in the lending program then it will not have the right to vote the proxies of any securities that are on loan as of the shareholder meeting record date. A client, or a Portfolio Manager, may place restrictions on loaning securities and/or recall a
security on loan at any time. Such actions must be affected prior to the record date for a meeting if the purpose for the restriction or recall is to secure the vote. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">2.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Portfolio Managers and/or analysts who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers
they follow, will consider the desirability of recalling the affected securities that are on loan or restricting the affected securities prior to the record date for the matter. If the proxy issue is determined to be material, and the determination
is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Agent to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it
is in the best interest of shareholders to do so. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>E.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Proxy
Voting Records. </I></B>As required by Rule <FONT STYLE="white-space:nowrap">204-2</FONT> of the Investment Advisers Act of 1940, NAM shall make and retain five types of records relating to proxy voting; (1)&nbsp;NAM&#146;s Policies; (2)&nbsp;proxy
statements received for securities in client accounts; (3)&nbsp;records of proxy votes cast by NAM on behalf of clients accounts; (4)&nbsp;records of written requests from clients about how NAM voted their proxies, and written responses from NAM to
either a written or oral request by clients; and (5)&nbsp;any documents prepared by the adviser that were material to making a proxy voting decision or that memorialized the basis for the decision. NAM relies on&nbsp;ISS to make and retain on
NAM&#146;s behalf certain records pertaining to Rule <FONT STYLE="white-space:nowrap">204-2.</FONT> </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-3
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>F.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Fund of Funds Provision</I></B>. In instances
where NAM provides investment advice to a fund of funds that acquires shares of affiliated funds or three percent or more of the outstanding voting securities of an unaffiliated fund, the acquiring fund shall vote the shares in the same proportion
as the vote of all other shareholders of the acquired fund. If compliance with this procedure results in a vote of any shares in a manner different than the Policies&#146; recommendation, such vote will not require compliance with the Proxy Vote
Override procedures set forth above. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>G.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Legacy Securities. </I></B>To the extent
that NAM receives proxies for securities that are transferred into an account&#146;s portfolio that were not recommended or selected by it and are sold or expected to be sold promptly in an orderly manner (&#147;legacy securities&#148;), NAM will
generally refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further NAM&#146;s interest in maximizing the value of client investments. NAM
may agree to an account&#146;s special request to vote a legacy security proxy, and would vote such proxy in accordance with the Policies. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><I>H.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Terminated Accounts.</I></B> Proxies received after the termination date of an account generally will not be voted. An exception will be made if the record
date is for a period in which an account was under NAM&#146;s discretionary management or if a separately managed account (&#147;SMA&#148;) custodian failed to remove the account&#146;s holdings from its aggregated voting list. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>I.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I><FONT STYLE="white-space:nowrap">Non-votes.</FONT> </I></B>NGO shall be responsible for
obtaining reasonable assurance from ISS that it voted proxies on NAM&#146;s behalf, and that any special instructions from NAM about a given proxy or proxies are submitted to ISS in a timely manner. It should not be considered a breach of this
responsibility if NGO or NAM does not receive a proxy from ISS or a custodian with adequate time to analyze and direct to vote or vote a proxy by the required voting deadline. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">NAM may determine not to vote proxies associated with the securities of any issuer if as a result of voting such proxies, subsequent purchases or sales of such securities would be blocked. However, NAM
may decide, on an individual security basis that it is in the best interests of its clients to vote the proxy associated with such a security, taking into account the loss of liquidity. In addition, NAM may determine not to vote proxies where the
voting would in NAM&#146;s judgment result in some other financial, legal, regulatory disability or burden to the client (such as imputing control with respect to the issuer) or to NAM or its affiliates. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">NAM may determine not to vote securities held by SMAs where voting would require the transfer of the security to another custodian
designated by the issuer. Such transfer is generally outside the scope of NAM&#146;s authority and may result in significant operational limitations on NAM&#146;s ability to conduct transactions relating to the securities during the period of
transfer. From time to time, situations may arise (operational or otherwise) that prevent NAM from voting proxies after reasonable attempts have been made. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B><I>J.&nbsp;&nbsp;&nbsp;&nbsp;Review and Reports.</I></B> </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">1.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The PVC shall maintain a review schedule. The schedule shall include reviews of the Policies and the policies of any <FONT
STYLE="white-space:nowrap">Sub-adviser</FONT> engaged by NAM, the proxy voting record, account maintenance, and other reviews as deemed appropriate by the PVC. The PVC shall review the schedule at least annually. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">2.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The PVC will report to NAM&#146;s Compliance Committee with respect to all identified conflicts and how they were addressed. These reports
will include all accounts, including those that are <FONT STYLE="white-space:nowrap">sub-advised.</FONT> NAM also shall provide the Funds that it <FONT STYLE="white-space:nowrap">sub-advises</FONT> with information necessary for preparing Form <FONT
STYLE="white-space:nowrap">N-PX.</FONT> </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-4
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B><I>K.</I></B>&nbsp;&nbsp;&nbsp;&nbsp; <B><I>Vote Disclosure to Clients.
</I></B>NAM&#146;s institutional and SMA clients can contact their relationship manager for more information on NAM&#146;s Policies and the proxy voting record for their account. The information available includes name of issuer, ticker/CUSIP,
shareholder meeting date, description of item and NAM&#146;s vote. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>IV.&nbsp;&nbsp;&nbsp;&nbsp;Responsible Parties </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">PVC </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">NGO </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">NAM Compliance </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Legal Department </FONT></P>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">B-5
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Appendix C </B></FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Nuveen Fund Advisors, LLC </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Proxy Voting Policies and Procedures
</B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:3px;margin-top:0px;margin-bottom:0px;border-bottom:0.5pt solid #000000">&nbsp;</P>
<P STYLE="line-height:3px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>I. Background </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors, LLC (&#147;NFAL&#148;), in its capacity as investment adviser to the Nuveen Funds (&#147;Fund(s)&#148;), is required to vote
proxies for portfolio securities held by the Funds. Currently, NFAL has contractually delegated proxy voting responsibility with respect to the Funds to affiliated and unaffiliated <FONT STYLE="white-space:nowrap">sub-advisers</FONT> <FONT
STYLE="white-space:nowrap">(&#147;Sub-Adviser(s)&#148;).</FONT> </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">It is the duty of each <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to
vote proxies in the best interest of Fund shareholders and to establish processes to comply with its proxy voting responsibilities. This includes, but is not limited to, identifying, managing, and disclosing conflicts of interests, soliciting
third-party recommendations, reviewing issues associated with voting proxies, and verifying the submission of votes for each proxy where discretionary authority has been granted. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Quarterly, the <FONT STYLE="white-space:nowrap">Sub-Advisers</FONT> will provide NFAL Service Provider Oversight Team with proxy voting results for the Fund or Fund sleeve managed by the <FONT
STYLE="white-space:nowrap">Sub-Adviser.</FONT> Annually, NFAL Compliance is responsible for aggregating and preparing the proxy voting records, obtaining the necessary Fund Officer sign-offs and completing the
<FONT STYLE="white-space:nowrap">N-PX</FONT> filing before August&nbsp;31 of each year. Subsequent to filing, a Shared Services Functional Team will verify that Nuveen&#146;s third-party vendor has posted each Fund&#146;s Form <FONT
STYLE="white-space:nowrap">N-PX</FONT> on Nuveen&#146;s website. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>II. Proxy Voting Guidelines </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">With respect to the Funds, NFAL has engaged one or more <FONT STYLE="white-space:nowrap">Sub-Advisers</FONT> to provide discretionary investment advisory
services. As part of these services, NFAL has also delegated full responsibility for proxy voting and related duties to each Sub-Adviser to be performed in accordance with standards set forth in this Policy and each Sub-Adviser&#146;s respective
policy and procedures. NFAL&#146;s Service Provider Oversight team (&#147;SPO&#148;) will periodically review the reported <FONT STYLE="white-space:nowrap">Sub-Advisers&#146;</FONT> proxy voting activity to ensure that the <FONT
STYLE="white-space:nowrap">Sub-Advisers</FONT> are carrying out their responsibilities in compliance with the standards set forth below. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>III. Minimum <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> Proxy Voting Standards </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Each <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> must: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Adopt and maintain proxy voting policies and procedures that are reasonably designed to verify that securities are voted in the best interest of
clients and Fund shareholders </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Establish guidelines and practices to identify, manage, and disclose conflicts of interest that arise in connection with proxy voting
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">If applicable, conduct reviews of the services provided by third-party proxy agents and their policies and procedures </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>IV. Minimum <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> Proxy Reporting Standards </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Each <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> must provide or report the following to NFAL: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Proxy voting policy and procedures, with notification of any Changes or amendments </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">C-1
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Quarterly reports reflecting all proxy voting activity with appropriate rationale, including where applicable: </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#150;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Missed Votes, Not Voted or Abstentions from voting </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#150;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Contrary votes with <FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> Policies, delegated Proxy Agent or Issuer Management recommendations
</FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#150;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Votes where a conflict of interest was identified </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">NFAL through Fund Compliance will provide quarterly proxy reports to the Fund Board. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>V. <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> Recordkeeping Requirements<FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP></FONT> </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Each <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> shall retain the following records relating to proxy voting: </FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Proxy voting policies and procedures </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Proxy statements received for the Funds&#146; securities </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Records of votes cast on behalf of Funds </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Records of written requests received for proxy voting information and responses </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Any documents that support a proxy voting decision, or that memorialize instructions to vote contrary to Proxy Agent recommendations or contrary to <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> Policies </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Any documents prepared by the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> memorializing the basis for missed, not voted, and abstained votes
</FONT></P></TD></TR></TABLE> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>VI. Responsible Parties </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">NFAL Service Provider Oversight Team </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><FONT STYLE="white-space:nowrap">Sub-Adviser</FONT>
Compliance </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Fund Compliance </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Effective Date: January&nbsp;1, 2011 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Last
Amended: February&nbsp;28, 2019 </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP STYLE="vertical-align:baseline; position:relative; bottom:.8ex">1</SUP>&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> may rely on its proxy agent to make and retain records on the <FONT
STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> behalf. <FONT STYLE="white-space:nowrap">Sub-Advisers</FONT> shall maintain these records for the longer of the period required under applicable regulation and in the <FONT
STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> policy. </FONT></P></TD></TR></TABLE>
 <p STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">C-2
</FONT></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>PART C&#151;OTHER INFORMATION </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;25: Financial Statements and Exhibits </B></FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">1.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Financial Statements: </FONT></P></TD></TR></TABLE>  <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Registrant has not conducted any business as of the date of this filing, other than in connection with its organization. Financial statements indicating that the Registrant has met the net worth
requirements of Section&nbsp;14(a) of the 1940 Act are filed with this Pre-effective Amendment to the Registration Statement on Form&nbsp;N-2. </FONT></P>  <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">2.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Exhibits: </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD></TD>
<TD></TD>
<TD VALIGN="bottom"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="93%"></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">a.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="http://www.sec.gov/Archives/edgar/data/1835068/000119312520329513/d47790dex99a1.htm">Declaration of Trust dated December 3, 2020 is incorporated by reference to the initial Registration
Statement filed on December 30, 2020, on Form N-2 for Registrant. </A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">a.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="http://www.sec.gov/Archives/edgar/data/1835068/000119312520329513/d47790dex99a2.htm">Amendment to the Declaration of Trust, dated December 18, 2020 is incorporated by reference
 to the initial Registration Statement filed on December 30, 2020, on Form N-2 for Registrant. </A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">b.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="http://www.sec.gov/Archives/edgar/data/1835068/000119312520329513/d47790dex99b.htm">By-laws of Registrant is incorporated by reference to the initial Registration Statement filed
on December 30, 2020, on Form N-2 for Registrant. </A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">c.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">d.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">e.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Terms and Conditions of the Automatic Dividend Reinvestment Plan.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">f.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">g.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99g1.htm">Investment Management Agreement dated March 15, 2021.</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">g.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99g2.htm">Sub-Advisory Agreement dated March 15, 2021.</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Form of Underwriting Agreement.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specimen Dealer Letter Agreement.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.3</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specimen Nuveen Master Selected Dealer Agreement.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.4</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specimen
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Master
Selected Dealers Agreement.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.5</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Specimen
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Master
Agreement Among Underwriters.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">h.6</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Form of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Structuring Fee Agreement.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">i.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99i.htm">Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees, as amended and restated May 8,
2020.</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">j.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99j1.htm">Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated July 15, 2015 (the &#147;Custodian Agreement&#148;).
</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">j.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Appendix A to Custodian Agreement dated July 15, 2015.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">k.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99k1.htm">Transfer Agency and Service Agreement between Registrant and Computershare Inc. and Computershare Trust Company, N.A. dated June 15, 2017 (the &#147;Transfer
 Agency Agreement&#148;).</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">k.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Schedule A to the Transfer Agency Agreement dated &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2021.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">l.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Opinion of Stradley Ronon Stevens &amp; Young, LLP.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">m.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not Applicable.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">n.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99n.htm">Consent of PricewaterhouseCoopers LLP. </A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">o.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">p.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Subscription Agreement of Nuveen Fund Advisors dated &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2021.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">q.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">r.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99r1.htm">Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 13, 2020.
</A></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">r.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Code of Ethics for the Independent Trustees of the Nuveen Funds.*</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">s.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2"><A HREF="d47790dex99s.htm">Powers of Attorney. </A></FONT></TD></TR>
</TABLE>  <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">*</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">To be filed by amendment. </FONT></P></TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;26: Marketing Arrangements </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Reference is made to the Form of Underwriting Agreement filed as
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this Registration Statement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">See Paragraph e of the Specimen Dealer Letter Agreement filed as &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this
Registration Statement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">See Sections 2 and 3 of the Specimen Nuveen Master Selected Dealer Agreement filed as
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this Registration Statement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">See the Introductory Paragraph and Sections &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; of the Specimen
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Master Selected Dealers Agreement filed as
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this Registration Statement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">See the Introductory Paragraph and Sections &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; of the Specimen
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Master Agreement Among Underwriters filed as
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this Registration Statement. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;27: Other Expenses of Issuance and Distribution </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD WIDTH="87%"></TD>

<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Securities and Exchange Commission fees</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">21,820</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Financial Industry Regulatory Authority fees</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">30,500</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Promotion</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">150,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Printing and engraving expenses</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">165,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Legal Fees</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">375,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Exchange listing fees</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">20,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Audit</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">27,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Miscellaneous expenses</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">10,680</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Total</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">800,000</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
<TR STYLE="font-size:1px">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>    <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;28: Persons Controlled by or under Common Control with Registrant </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not applicable. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;29: Number of Holders of Securities </B></FONT></P>  <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">At March 15, 2021: </FONT></P>  <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>

<TD WIDTH="72%"></TD>

<TD VALIGN="bottom" WIDTH="27%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Title of Class</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Number&nbsp;of&nbsp;Record&nbsp;Holders</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Common Shares, $0.01 par value</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">1</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD></TR>
</TABLE>  <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;30: Indemnification </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Section&nbsp;4 of Article XII of the Registrant&#146;s Declaration of Trust provides as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Subject to the exceptions and limitations contained in this Section&nbsp;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 &#147;Covered Person&#148;), 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. </FONT></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">No indemnification shall be provided hereunder to a Covered Person: </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(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; </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(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 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(c) in the event of a settlement
or other disposition not involving a final adjudication (as provided in paragraph (a)&nbsp;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: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:9%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(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 </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:9%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(ii) by written opinion of independent legal counsel. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">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. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="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&nbsp;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&nbsp;4, provided that either: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(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 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">(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. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As used in this Section&nbsp;4, a &#147;Disinterested Trustee&#148; is one (x)&nbsp;who is not an Interested Person of the Trust
(including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y)&nbsp;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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">As used in this Section&nbsp;4,
the words &#147;claim,&#148; &#147;action,&#148; &#147;suit&#148; or &#147;proceeding&#148; shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words
&#147;liability&#148; and &#147;expenses&#148; shall include without limitation, attorneys&#146; fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The trustees and officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses
of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies&#146; coverage limits, exclusions and deductibles. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Section &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; of the Form of Underwriting Agreement filed as Exhibit h.1 to this Registration
Statement provides for each of the parties thereto, including the Registrant and the underwriters, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain
liabilities in connection with the offering described herein, including liabilities under the federal securities laws. </FONT></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Insofar as indemnification for liability arising under the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;31: Business and
Other Connections of Investment Adviser and Subadviser </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">(a) Nuveen Fund Advisors manages the Registrant and serves as
investment adviser or manager to other open-end and closed-end management investment companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333&nbsp;West
Wacker Drive, Chicago, Illinois 60606. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A description of any other business, profession, vocation or employment of a
substantial nature in which the directors and officers of Nuveen Fund Advisors or Nuveen Asset Management, LLC (&#147;Nuveen Asset Management&#148;) 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 &#147;Management&#148; in the Statement of Additional Information. Such information for the remaining senior officers of Nuveen Fund Advisors appears
below: </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name and Position with Nuveen Fund Advisors</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other&nbsp;Business, Profession, Vocation or<BR>Employment During Past Two
Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Oluseun Salami, Executive Vice President and Chief Financial Officer</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Director (since 2020) NIS/R&amp;T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since
2020), Nuveen, LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Senior Vice President, Chief Financial Officer, Business Finance and Planning
(since 2020) Chief Accounting Officer (2019), Senior Vice President, Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of America, Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board
of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds <FONT STYLE="white-space:nowrap">(2018-2020).</FONT></FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Erik Mogavero, Managing Director and Chief Compliance Officer</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Formerly employed by Deutsche Bank (2013- August&nbsp;2017) as Managing Director, Head of Asset Management and Wealth Management
Compliance for the Americas region and Chief Compliance Officer of Deutsche Investment Management Americas.</FONT></P></TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>

<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name and Position with Nuveen Fund Advisors</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other&nbsp;Business, Profession, Vocation or<BR>Employment During Past Two
Years</B></FONT></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Michael A. Perry, Executive Vice President</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Co-Chief Executive Officer (since April 2019), formerly, Executive Vice President (2017-2019), formerly, Managing Director (2015-2017)
of Nuveen Securities, LLC; and Executive Vice President (since 2017) of Nuveen Alternative Investments, LLC.</FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Megan Sendlak, Managing Director and Controller</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC, and TIAA-CREF
Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Vice President and Assistant Controller (since 2019) of NIS/R&amp;T, INC., NWQ
Investment Management Company, LLC and Santa Barbara Asset Management, LLC.</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Asset Management serves as investment sub-adviser to the Registrant and also serves as investment
sub-adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The following is a list of the remaining senior officers of Nuveen Asset Management. The principal business address of each person is
333&nbsp;West Wacker Drive, Chicago, Illinois 60606. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Name&nbsp;and&nbsp;Position&nbsp;with&nbsp;Nuveen&nbsp;Asset&nbsp;Management</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE="border-bottom:1px solid #000000"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Other Business, Profession, Vocation or<BR>Employment During Past Two
Years</B></FONT></P></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">William T. Huffman, President</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">None</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Stuart J. Cohen, Managing Director and Head of Legal</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary
(since 2003) of Nuveen Fund Advisors, LLC.</FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Travis M. Pauley, Managing Director and Chief Compliance Officer</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Regional Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers.</FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Megan Sendlak, Managing Director and Controller</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF
Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Vice President and Assistant Controller (since 2019) of NIS/R&amp;T, INC., NWQ
Investment Management Company, LLC and Santa Barbara Asset Management, LLC.</FONT></TD></TR>
</TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;32: Location of Accounts and Records </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-laws, minutes of
Trustees&#146; and shareholders&#146; meetings and contracts of the Registrant and all advisory material of the investment adviser. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111, 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. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;33: Management Services </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not applicable. </FONT></P>
<P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Item&nbsp;34: Undertakings </B></FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">1.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Registrant undertakes to suspend the offering of its shares until it amends its prospectus if: (1)&nbsp;subsequent to the effective date of
its Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the Registration Statement; or (2)&nbsp;the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">2.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not applicable. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">3.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not applicable. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">4.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Registrant undertakes that: </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">a. For the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">b. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">5.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">Not applicable. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">6.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Registrant undertakes that insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the 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 a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of
such issue. </FONT></P></TD></TR></TABLE>  <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">7.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information. </FONT></P></TD></TR></TABLE>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"></TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>SIGNATURES </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%;padding-bottom:0px; "><FONT STYLE="font-family:Times New Roman" SIZE="2">Pursuant to the requirements of the Securities Act and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 25</FONT><FONT STYLE="font-family:Times New Roman" SIZE="1"><SUP
STYLE="vertical-align:baseline; position:relative; bottom:.8ex">th</SUP></FONT><FONT STYLE="font-family:Times New Roman" SIZE="2"> day of March, 2021. </FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">NUVEEN CORE PLUS IMPACT FUND</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">/<SMALL>S</SMALL>/ M<SMALL>ARK</SMALL> L. W<SMALL>INGET</SMALL></FONT></P></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Mark L. Winget,</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Secretary</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Pursuant to the requirements of the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>

<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Signature</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Title</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="border-bottom:1px solid #000000 ; display:table-cell;" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="1"><B>Date</B></FONT></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px;border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="2">/s/ E. Scott Wickerham</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">E. Scott Wickerham</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Vice President and Controller (principal financial and accounting&nbsp;officer)</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" NOWRAP ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">March 25, 2021</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px;border-bottom:1px solid #000000"><FONT STYLE="font-family:Times New Roman" SIZE="2">/s/ David J. Lamb</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">David J. Lamb</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chief Administrative Officer (principal executive officer)</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top" NOWRAP ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2">March 25, 2021</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Terence J. Toth*</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT STYLE="font-family:Times New Roman" SIZE="2">Chairman of the Board and Trustee</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Jack B. Evans*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">William C. Hunter*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Albin F. Moschner*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">John K. Nelson*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Judith M. Stockdale*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Carole E. Stone*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Matthew Thornton III*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Margaret L. Wolff*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Robert L. Young*</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Trustee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
</TABLE>  <P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">By: </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/ Mark L. Winget</U> </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mark L. Winget, </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attorney-in-Fact </FONT></P>  <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
STYLE="font-family:Times New Roman" SIZE="2">March 25, 2021 </FONT></P>  <P STYLE="line-height:8px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">*</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE="" ALIGN="left"><FONT STYLE="font-family:Times New Roman" SIZE="2">The powers of attorney authorizing Mark L. Winget and Eric F. Fess, among others, to execute this Registration Statement, and Amendments
thereto, for the Trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed as exhibits to this Registration Statement. </FONT></P></TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>INDEX TO EXHIBITS </B></FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE" ALIGN="center">


<TR>

<TD></TD>
<TD></TD>
<TD VALIGN="bottom"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="94%"></TD></TR>


<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">g.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Investment Management Agreement dated March 15, 2021</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">g.2</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Sub-Advisory Agreement dated March 15, 2021</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">i.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees, as amended and restated May 8, 2020</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">j.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated July 15, 2015 (the &#147;Custodian Agreement&#148;)</FONT></TD></TR>

<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">k.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Transfer Agency and Service Agreement between Registrant and Computershare Inc. and Computershare Trust Company, N.A. dated June 15, 2017 (the &#147;Transfer Agency
Agreement&#148;)</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">n.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Consent of PricewaterhouseCoopers LLP</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">r.1</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 13, 2020</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5" COLSPAN="3"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid">
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="top" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2">s.</FONT></TD>
<TD NOWRAP VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT STYLE="font-family:Times New Roman" SIZE="2">Powers of Attorney</FONT></TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.G.1
<SEQUENCE>2
<FILENAME>d47790dex99g1.htm
<DESCRIPTION>INVESTMENT MANAGEMENT AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Investment Management Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit g.1 </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>INVESTMENT MANAGEMENT AGREEMENT </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">AGREEMENT made this <U>15th</U> day of <U>March</U>, 2021, by and between NUVEEN CORE PLUS IMPACT FUND, a Massachusetts business trust (the
&#147;Fund&#148;), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the &#147;Adviser&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>W</U> <U>I</U>
<U>T</U> <U>N</U> <U>E</U> <U>S</U> <U>S</U> <U>E</U> <U>T</U> <U>H</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">1.&nbsp;&nbsp;&nbsp;&nbsp;The Fund hereby employs the Adviser to act as
the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund&#146;s investment objective and policies and limitations, and to administer the Fund&#146;s affairs to the extent
requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the Fund&#146;s assets shall be subject to the Fund&#146;s policies, restrictions and limitations
with respect to securities investments as set forth in the Fund&#146;s then current registration statement under the Investment Company Act of 1940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to
the management of registered <FONT STYLE="white-space:nowrap">closed-end,</FONT> diversified management investment companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser
accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund&#146;s transfer
agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The
Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent
of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">2.&nbsp;&nbsp;&nbsp;&nbsp;For the services and facilities described in Section l, the Fund will pay to the Adviser, at the
end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A.&nbsp;&nbsp;&nbsp;&nbsp;The Fund Level Fee shall be computed by applying the
following annual rate to the average total daily managed assets of the Fund: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="76%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="91%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; ">Average Total Daily Managed Assets(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Rate</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the first $500&nbsp;million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.8000</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500&nbsp;million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7750</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500&nbsp;million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7500</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For the next $500&nbsp;million</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7250</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">For managed assets over $2&nbsp;billion</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.7000</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">1</SUP><B><SUP
STYLE="font-size:85%; vertical-align:top"> </SUP></B><B>&#147;</B>Managed assets&#148; for this purpose means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of
creating leverage).&nbsp;Total assets for this purpose shall include assets attributable to the Fund&#146;s use of leverage, and derivatives will be valued at their market value. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">B.&nbsp;&nbsp;&nbsp;&nbsp;The Complex-Level&nbsp;Fee for the Fund shall be computed by applying the Complex-Level&nbsp;Fee
Rate, expressed as a daily equivalent, to the average daily managed assets of the Fund. The Complex-Level&nbsp;Fee Rate shall be determined based upon the total daily net assets of all Eligible Funds, as defined below (with such daily net assets to
include&nbsp;&#151; in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund&nbsp;&#151; such leveraging net
assets), pursuant to the annual fee schedule shown below in this section, with the following adjustments (as adjusted, &#147;Complex-Level&nbsp;Assets&#148;): </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(i)&nbsp;in the case of Eligible Funds that invest in other Eligible Funds (individually a &#147;Fund of Funds&#148; and
collectively &#147;Funds of Funds&#148;), excluding that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(ii)&nbsp;excluding that portion of the net assets of each Eligible Fund comprising the daily &#147;Fund Asset Limit
Amount&#148; (as defined below); and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(iii) in instances where Eligible Funds have been reorganized into <FONT
STYLE="white-space:nowrap">non-Eligible</FONT> Funds advised by an affiliate of the Adviser during the 2019 calendar year (each such reorganization a &#147;2019 Reorganization&#148; and each such Eligible Fund a &#147;Former Eligible Fund&#148;):
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(x) for each Former Eligible Fund that was not a Fund of Funds, including the amount by which, as of a date 30 days
prior to the closing date of the applicable 2019 Reorganization, the net assets of the Former Eligible Fund exceeded the Former Eligible Fund&#146;s &#147;Initial Fund Asset Limit Amount&#148; (as defined below); and </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(y) for each Former Eligible Fund that was a Fund of Funds, with respect to each
Eligible Fund in which the Former Eligible Fund was invested immediately prior to the transition of the Former Eligible Fund&#146;s portfolio in connection with its 2019 Reorganization (the &#147;Transition Time&#148;), including the net assets of
the Former Eligible Fund invested in such Eligible Fund as of the Transition Time, but only to the extent that the Eligible Fund&#146;s net assets exceeded the Eligible Fund&#146;s &#147;Initial Fund Asset Limit Amount&#148; (as defined below) as of
the Transition Time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Complex-Level&nbsp;Fee Rate shall be calculated in such a manner that it results in the
effective rate at the specified Complex-Level&nbsp;Asset amounts shown in the following annual fee schedule: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="76%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="84%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" COLSPAN="2" NOWRAP>
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; "><FONT STYLE="white-space:nowrap">Complex-Level&nbsp;Asset</FONT><BR>Breakpoint
Level<BR>($&nbsp;million)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="right" STYLE="border-bottom:1.00pt solid #000000">Effective&nbsp;Rate<BR>at Breakpoint<BR>Level<BR>(%)</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">55,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.2000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">56,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1996</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">57,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1989</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">60,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1961</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">63,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1931</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">66,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1900</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">71,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1851</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">76,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1806</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">80,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1773</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">91,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1691</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">125,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1599</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">200,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1505</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">250,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1469</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">300,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.1445</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">C.&nbsp;&nbsp;&nbsp;&nbsp;&#147;Eligible Funds,&#148; for purposes of the Agreement, shall
mean all Nuveen-branded <FONT STYLE="white-space:nowrap">closed-end</FONT> and <FONT STYLE="white-space:nowrap">open-end</FONT> registered investment companies organized in the United States. Any <FONT STYLE="white-space:nowrap">open-end</FONT> or <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds that subsequently become a Nuveen-branded fund because either (a)&nbsp;Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser&#146;s parent), or
(b)&nbsp;Nuveen Investments, Inc. or its affiliates acquire the fund&#146;s adviser&#146;s rights under the management agreement for such fund (in either case, such acquisition an &#147;Acquisition&#148; and such fund an &#147;Acquired Fund&#148;),
will be evaluated by both Nuveen management and the Nuveen Funds&#146; Board, on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis, as to whether or not the assets of such Acquired Funds would be
included in </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Complex-Level&nbsp;Assets and, if so, whether there would be a basis for any
adjustments to the complex-level breakpoint schedule and/or its application. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">D.&nbsp;&nbsp;&nbsp;&nbsp;The
&#147;Fund&nbsp;Asset Limit Amount&#148; as of any calculation date shall for each Fund be equal to the lesser of (i)&nbsp;the Initial Fund&nbsp;Asset Limit Amount (defined below), and (ii)&nbsp;the Eligible Fund&#146;s current net assets. The
&#147;Initial Fund&nbsp;Asset Limit Amount&#148; for an Eligible Fund shall be determined as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(i)&nbsp;In the
case of Nuveen-branded Funds that qualified as Eligible Funds on or prior to June&nbsp;30, 2010, as well as Eligible Funds launched thereafter that are not Acquired Funds, the Initial Fund&nbsp;Asset Limit Amount shall be equal to zero, except to
the extent that such Fund may later participate in a subsequent Fund consolidation as described in (iii)&nbsp;below; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(ii)&nbsp;In the case of Acquired Funds, the Initial Fund&nbsp;Asset Limit Amount is equal to the product of (i)&nbsp;1 minus
the Aggregate Eligible Asset Percentage (defined below), and (ii)&nbsp;an Acquired Fund&#146;s net assets as of the effective date of such Fund&#146;s Acquisition; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(iii)&nbsp;In the event of a consolidation or merger of one or more Eligible Funds, the Initial Fund&nbsp;Asset Limit Amount
of the combined fund will be equal to the sum of the Initial Fund&nbsp;Asset Limit Amounts of each individual Eligible Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">E.&nbsp;&nbsp;&nbsp;&nbsp;Following are additional definitions of terms used above: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(i)&nbsp;&#147;Acquisition Assets&#148;: With respect to an Acquisition, the aggregate net assets as of the effective date of
such Acquisition of all Acquired Funds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(ii)&nbsp;&#147;Aggregate Eligible Asset Amount&#148;: With respect to an
Acquisition, that portion of the aggregate net assets of Acquired Funds as of the effective date of such Acquisition that is included in Complex-Level&nbsp;Assets. With respect to the series of First American Investment Funds, Inc. that became
Acquired Funds as of December&nbsp;31, 2010, the Aggregate Eligible Asset Amount is $2&nbsp;billion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(iii)&nbsp;&#147;Aggregate Eligible Asset Percentage&#148;: The ratio of the Aggregate Eligible Asset Amount to Acquisition
Assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">F.&nbsp;&nbsp;&nbsp;&nbsp;For the month and year in which this Agreement becomes effective, or terminates, there
shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive,
and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">3.&nbsp;&nbsp;&nbsp;&nbsp;The Adviser shall arrange for officers or employees of the Adviser to
serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">4.&nbsp;&nbsp;&nbsp;&nbsp;Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are,
or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">5.&nbsp;&nbsp;&nbsp;&nbsp;The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any
security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith,
except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">6.&nbsp;&nbsp;&nbsp;&nbsp;The Adviser currently manages other investment accounts and funds, including those with investment objectives
similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser.
Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell
securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and
funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such other
accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">7.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall continue in effect until August&nbsp;1, 2022, unless and until terminated by either party as
hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser upon no less than sixty (60)&nbsp;days&#146; written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund, accompanied by appropriate notice. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Agreement may be terminated, at any time, without the payment of any
penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or
director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the
compensation, described in Section&nbsp;2, earned prior to such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">8.&nbsp;&nbsp;&nbsp;&nbsp;If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">9.&nbsp;&nbsp;&nbsp;&nbsp;Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the
other party at such address as such other party may designate for receipt of such notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">10.&nbsp;&nbsp;&nbsp;&nbsp;The Fund&#146;s
Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund&#146;s officers as officers and not individually and the obligations imposed upon the Fund by this
Agreement are not binding upon any of the Fund&#146;s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">11.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be construed in accordance with applicable federal law and (except as to Section&nbsp;10
hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be
executed on the day and year above written. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:55%; text-indent:-2%; font-size:10pt; font-family:Times New Roman">NUVEEN CORE PLUS IMPACT FUND </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="6%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="93%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">by:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Mark Winget</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">Vice President and Secretary</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Attest:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Celeste Clayton</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:55%; text-indent:-2%; font-size:10pt; font-family:Times New Roman">NUVEEN FUND ADVISORS, LLC </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="6%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="93%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">by:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Christopher Rohrbacher</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">Managing Director</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Attest:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Celeste Clayton</TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.G.2
<SEQUENCE>3
<FILENAME>d47790dex99g2.htm
<DESCRIPTION>SUB-ADVISORY AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Sub-Advisory Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit g.2 </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">INVESTMENT <FONT STYLE="white-space:nowrap">SUB-ADVISORY</FONT> AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">AGREEMENT effective as of this <U>15th</U> day of <U>March</U> 2021 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability
company and a registered investment adviser (&#147;Manager&#148;), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser
<FONT STYLE="white-space:nowrap">(&#147;Sub-Adviser&#148;).</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, Manager serves as the investment manager for the Nuveen Core
Plus Impact Fund (the &#147;Fund&#148;), a <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company registered under the Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;) pursuant to an Investment
Management Agreement between Manager and the Fund (as such agreement may be modified from time to time, the &#147;Management Agreement&#148;); and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, Manager desires to retain <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> as its agent to furnish investment advisory services
for a certain designated portion of the Fund&#146;s investment portfolio, upon the terms and conditions hereafter set forth; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Appointment</U>. Manager hereby appoints <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to provide certain <FONT
STYLE="white-space:nowrap">sub-investment</FONT> advisory services to the Fund for the period and on the terms set forth in this Agreement. <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Services to be Performed</U>. Subject always
to the supervision of Fund&#146;s Board of Trustees and the Manager, <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale
of securities for the portion of the Fund&#146;s investment portfolio allocated to the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> by the Manager, all on behalf of the Fund. In the performance of its duties,
<FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will satisfy its fiduciary duties to the Fund, will monitor the Fund&#146;s investments, and will comply with the provisions of the Fund&#146;s Declaration of Trust and <FONT
STYLE="white-space:nowrap">By-laws,</FONT> as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> with current copies of the
Fund&#146;s Declaration of Trust, <FONT STYLE="white-space:nowrap">By-laws,</FONT> prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to
<FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> performance under this Agreement. <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> and Manager will each make its officers and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will report to the Board of Trustees and to Manager with
respect to the implementation of such program. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will vote all proxies solicited by
or with respect to the issuers of securities which assets of the Fund&#146;s investment portfolio allocated by the Adviser to the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> are invested, consistent with its proxy voting guidelines and based
upon the best interests of the Fund.&nbsp;The <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request&nbsp;will provide a report setting
forth&nbsp;the proposals voted on and how the Fund&#146;s shares were voted, including the name of the corresponding issuers. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund&#146;s
orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> may select itself
as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund&#146;s Board of Trustees from time to time. It is understood that the <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of
its having caused the Fund to pay a member of a securities exchange, a broker or a dealer (including the <FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> internal broker-dealer) a commission for effecting a securities transaction for the
Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> determined in good faith that the commission paid was reasonable in relation to
the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the <FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> overall responsibilities with respect to its accounts,
including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the <FONT STYLE="white-space:nowrap">Sub-Adviser,</FONT> the Fund would be benefited by supplemental services, the
<FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction,
provided that the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will
properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> or any affiliated person of either the Fund, Manager, or <FONT STYLE="white-space:nowrap">Sub-Adviser,</FONT> except as may be permitted under the 1940 Act; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> further agrees that it: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">will use the same degree of skill and care in providing such services as it uses in providing services to
fiduciary accounts for which it has investment responsibilities; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material
respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons
available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the
Fund with respect to preferred securities, the performance of the Fund&#146;s investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various
other reports from time to time as reasonably requested by Manager; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and
the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may
occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund&#146;s securities are priced on a given day) that may materially impact the pricing of one or more securities in <FONT
STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> portion of the portfolio. In addition, <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will assist Manager in evaluating the impact that such an event may have on the net asset value of the
Fund and in determining a recommended fair value of the affected security or securities; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(e)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">will prepare such books and records with respect to the Fund&#146;s securities transactions for the portion of
the Fund&#146;s investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and Fund&#146;s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Expenses</U>. During the term of this Agreement,
<FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Compensation</U>. In consideration of the services rendered pursuant to this Agreement, the Adviser will pay the <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> on the fifth business day of each month a fee equal to 50.0000% of the fees (net of applicable breakpoints, waivers and reimbursements) paid by the Fund to the Adviser under the Advisory Agreement for
the Fund. The fee for the period from the date of this Agreement to the end of the calendar month shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end
of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Manager shall not agree to amend the financial terms of the Management Agreement to the detriment of the
<FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> by operation of this Section&nbsp;4 without the express written consent of the <FONT STYLE="white-space:nowrap">Sub-Adviser.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Services to Others</U>. Manager understands, and has advised Fund&#146;s Board of Trustees, that <FONT
STYLE="white-space:nowrap">Sub-Adviser</FONT> now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or <FONT STYLE="white-space:nowrap">sub-investment</FONT> adviser to one or
more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> have available funds for investment,
investments suitable and appropriate for each will be allocated in a manner believed by <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to be equitable to each. Manager recognizes, and has advised Fund&#146;s Board of Trustees, that in some
cases this procedure may adversely affect the size of the position that the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Fund may obtain in a particular security. It is further agreed that, on occasions when the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> deems the purchase or sale of a security to be in
the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other
accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund&#146;s Board of Trustees, that the persons employed by <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to
assist in <FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> may use
any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation of Liability</U>. The <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> shall not be liable for, and
Manager will not take any action against the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to hold <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> liable for, any error of judgment or mistake of law or for any loss suffered by the Fund
(including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the <FONT STYLE="white-space:nowrap">Sub-Adviser&#146;s</FONT> duties under this Agreement, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations
and duties under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Term; Termination; Amendment</U>. This Agreement shall become effective
with respect to the Fund as of the date hereof and shall remain in full force until August&nbsp;1, 2022 unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to the Fund,
but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; <I>provided, however,</I> that if the continuation of this Agreement is not
approved for the Fund, the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any
penalty by the Manager on no less than sixty (60)&nbsp;days&#146; written notice to the <FONT STYLE="white-space:nowrap">Sub-Adviser.</FONT> This Agreement may be terminated by the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> without payment
of any penalty on no less than sixty (60)&nbsp;days&#146; prior written notice to the Manager. This Agreement may also be terminated by the Fund with respect to the Fund by action of the Board of Trustees or by a vote of a majority of the
outstanding voting securities of such Fund on no less than sixty (60)&nbsp;days&#146; written notice to the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Manager, the Board of Trustees
or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> or any officer or director
of the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> has taken any action that results in a breach of the covenants of the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The terms &#147;assignment&#148; and &#147;vote of a majority of the outstanding voting securities&#148; shall have the meanings set forth in
the 1940 Act and the rules and regulations thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Termination of this Agreement shall not affect the right of the
<FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> to receive payments on any unpaid balance of the compensation described in Section&nbsp;4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management
Agreement between the Manager and the Fund is terminated, assigned or not renewed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice</U>. Any notice
under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to the Manager:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">If to the <FONT STYLE="white-space:nowrap">Sub-Adviser:</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Nuveen Fund Advisors, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nuveen Asset Management, LLC</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">333 West Wacker Drive</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">333 West Wacker Drive</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Chicago, Illinois 60606</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chicago, Illinois 60606</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Attention: Deann D. Morgan</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attention: William T. Huffman</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">With a copy to:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">With a copy to:</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Nuveen Investments, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nuveen Asset Management, LLC</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">333 West Wacker Drive</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">333 West Wacker Drive</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Chicago, Illinois 60606</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chicago, Illinois 60606</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Attention: General Counsel</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attention: General Counsel</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">or such address as such party may designate for the receipt of such notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitations on Liability</U>. All parties hereto are expressly put on notice of the Fund&#146;s Agreement and
Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Fund entered in
the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>. The captions in this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be
affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>Applicable Law</U>. This Agreement shall be construed in accordance with applicable federal law and (except as
to Section&nbsp;9 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the Manager and the <FONT STYLE="white-space:nowrap">Sub-Adviser</FONT> have
caused this Agreement to be executed as of the day and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD VALIGN="top" COLSPAN="3">NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">NUVEEN ASSET MANAGEMENT, LLC, a Delaware limited liability company</TD></TR>
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<TD VALIGN="top">By:</TD>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Christopher Rohrbacher</TD>
<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Mark Winget</TD></TR>
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<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Vice President</TD></TR>
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<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>4
<FILENAME>d47790dex99i.htm
<DESCRIPTION>NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN
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<TITLE>Nuveen Open-End and Closed-End Funds Deferred Compensation Plan</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit i</U> </B></P> <P STYLE="font-size:120pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN OPEN-END AND CLOSED-END FUNDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DEFERRED COMPENSATION PLAN FOR </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>INDEPENDENT DIRECTORS AND TRUSTEES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>(As Amended and Restated Effective May&nbsp;8, 2020) </B></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>TABLE OF CONTENTS </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 1 PURPOSE OF PLAN; RESTATEMENT EFFECTIVE DATE</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">1.1&nbsp;&nbsp;Purpose of Plan</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">1.2&nbsp;&nbsp;Effective Date</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">1.3&nbsp;&nbsp;Grandfather Rule for <FONT STYLE="white-space:nowrap">Pre-2005</FONT>
Accounts</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 2 DEFINITION OF TERMS AND CONSTRUCTION</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">2.1&nbsp;&nbsp;Definitions</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">2.2&nbsp;&nbsp;Plurals and Gender</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">2.3&nbsp;&nbsp;Headings</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">2.4&nbsp;&nbsp;Separate Agreement</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 3 DEFERRALS</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">3.1&nbsp;&nbsp;Deferral Election</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">3.2&nbsp;&nbsp;Payment Reduction</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">3.3&nbsp;&nbsp;Effect of Election.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">3.4&nbsp;&nbsp;Unforeseeable Emergencies</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 4 ACCOUNTS</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">4.1&nbsp;&nbsp;Crediting of Deferrals.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">4.2&nbsp;&nbsp;Valuation of Account.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 5 DISTRIBUTIONS FROM ACCOUNT</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">7</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.1&nbsp;&nbsp;Participant&#146;s Payment Election.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.2&nbsp;&nbsp;Irrevocability</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.3&nbsp;&nbsp;Death Prior to Complete Distribution of Account</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.4&nbsp;&nbsp;Unforeseeable Emergency</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.5&nbsp;&nbsp;Designation of Beneficiary</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.6&nbsp;&nbsp;Domestic Relations Orders</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">5.7&nbsp;&nbsp;Compliance With Conflicts of Interest Laws</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 6 AMENDMENTS AND TERMINATION</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">6.1&nbsp;&nbsp;Amendments</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">6.2&nbsp;&nbsp;Termination</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">SECTION 7 MISCELLANEOUS</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.1&nbsp;&nbsp;Rights of Creditors.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.2&nbsp;&nbsp;Agents</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.3&nbsp;&nbsp;Incapacity</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.4&nbsp;&nbsp;Statement of Account</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.5&nbsp;&nbsp;Governing Law</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">7.6&nbsp;&nbsp;Non-Guarantee</FONT> of Status</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">i </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


<TR>

<TD WIDTH="97%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.7&nbsp;&nbsp;Counsel</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.8&nbsp;&nbsp;Interests Not Transferable</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.9&nbsp;&nbsp;Entire Agreement</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.10&nbsp;&nbsp;Powers of Administrator</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.11&nbsp;&nbsp;Participant Litigation</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.12&nbsp;&nbsp;Successors and Assigns</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.13&nbsp;&nbsp;Severability</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">7.14&nbsp;&nbsp;Section&nbsp;409A</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">ii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit i</U> </B></P>
<P STYLE="margin-top:48pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN <FONT STYLE="white-space:nowrap">OPEN-END</FONT> AND <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUNDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DEFERRED COMPENSATION PLAN FOR </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>INDEPENDENT DIRECTORS AND TRUSTEES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>(As Amended and Restated Effective May&nbsp;8, 2020) </B></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;1</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>PURPOSE OF PLAN; RESTATEMENT EFFECTIVE DATE </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">1.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Purpose of Plan</B>. The Board of each Participating Fund maintains this Deferred Compensation Plan for
Independent Directors and Trustees. The purpose of the Plan is to allow the independent directors and trustees of the Participating Funds to defer receipt of all or a portion of the compensation they earn for their service to the Participating Funds
in lieu of receiving current payments of such compensation, and to treat any deferred amount as though an equivalent dollar amount had been invested in shares of one or more Eligible Funds. Each Board intends that the Plan shall be maintained at all
times on an unfunded basis for federal income tax purposes under the Code. The Plan is not covered by the Employee Retirement Income Security Act of 1974, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">1.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Effective Date</B>. This amendment and restatement of the Plan is effective July&nbsp;11, 2019. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">1.3&nbsp;&nbsp;&nbsp;&nbsp;<B>Grandfather Rule for <FONT STYLE="white-space:nowrap">Pre-2005</FONT> Accounts</B>. Notwithstanding anything
herein to the contrary, the terms of the <FONT STYLE="white-space:nowrap">Pre-2005</FONT> Plan shall apply to the portion (if any) of a Participant&#146;s Account as of December&nbsp;31, 2004, including credited earnings and losses with respect
thereto (the &#147;<B><I>Grandfathered Account</I></B>&#148;); provided, however, that with respect to any election change otherwise allowable thereunder, (i)&nbsp;such change may be made only during such annual enrollment periods as the
Administrator shall establish, and (ii)&nbsp;if a change in the Participant&#146;s payment election would result in the commencement of payment in a given Plan Year, the change may in no event be made later than the end of the annual enrollment
period occurring prior to the first day of such Plan Year. With the exception of this Section&nbsp;1.3 the provisions of this amended and restated Plan shall not apply to such Grandfathered Account. The
<FONT STYLE="white-space:nowrap">Pre-2005</FONT> Plan shall be deemed to constitute a separate plan for purposes of Section&nbsp;409A. </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;2</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>DEFINITION OF TERMS AND CONSTRUCTION </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">2.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Definitions</B>. The following terms as used in this Plan shall have the following meanings: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Account</I></B>&#148; shall mean the aggregation of a Participant&#146;s Plan Year
Accounts. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Administrator</I></B>&#148; shall mean
Nuveen or such other person or persons as Nuveen may from time to time designate, provided that no Participant may serve as Administrator. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Beneficiary</I></B>&#148; shall mean such person or persons designated pursuant to
Section&nbsp;5.5 hereof to receive benefits after the death of a Participant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Board</I></B>&#148; shall mean the Board of Directors or the Board of Trustees of the
respective Participating Funds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Code</I></B>&#148; shall mean the Internal Revenue
Code of 1986, as amended from time to time, or any successor statute. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Compensation</I></B>&#148; shall mean the retainer and fees paid to a Participant
(prior to reduction for Deferrals made under this Plan) for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee of such Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Deferral</I></B>&#148; shall mean the amount or amounts of a Participant&#146;s
Compensation deferred under the provisions of Section&nbsp;3. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Deferral
Election</I></B>&#148; shall mean the Participant&#146;s election under Section&nbsp;3.1 to defer all or a portion of his or her Compensation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Designated Fund</I></B>&#148; shall have the meaning set forth in Section&nbsp;4.2(a).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Eligible Fund</I></B>&#148; means an
<FONT STYLE="white-space:nowrap">open-end</FONT> fund managed by Nuveen and designated by the Boards as a fund that may be chosen by a Participant as a fund in which the Participant&#146;s Account may be deemed to be invested. Unless and until each
Board otherwise determines, the Eligible Funds shall include only one or more <FONT STYLE="white-space:nowrap">open-end</FONT> funds managed by Nuveen. <FONT STYLE="white-space:nowrap">Open-end</FONT> funds that cease to be managed by Nuveen shall
automatically cease to be Eligible Funds, unless one of the Boards otherwise determines with respect to Participants that are members of such Board. The Boards may at any time remove any <FONT STYLE="white-space:nowrap">open-end</FONT> fund from the
list of Eligible Funds, or may add any <FONT STYLE="white-space:nowrap">open-end</FONT> fund (whether or not managed by Nuveen), for Participants who are members of that Board. Eligible Funds shall be listed on Exhibit B to the Plan, which shall be
revised from time to time by the Administrator; provided, however, that failure to list an Eligible Fund on Exhibit B shall not affect its status as a Eligible Fund. The Administrator shall report to the Board on a quarterly basis any changes to
Exhibit B. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Net Asset Value</I></B>&#148; shall mean the per share value of an <FONT
STYLE="white-space:nowrap">open-end</FONT> fund, as determined as set forth in such fund&#146;s registration statement under the Investment Company Act of 1940, as amended (&#147;<B><I>1940 Act</I></B>&#148;), governing instruments and otherwise in
accordance with law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Nuveen</I></B>&#148; shall mean Nuveen, LLC and its
affiliates. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">2 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Participant</I></B>&#148; shall mean a
member of a Board who is not an &#147;interested person&#148; of a Participating Fund or of Nuveen, as such term is defined under Section&nbsp;2(a)(19) of the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Participating Fund</I></B>&#148; shall mean an
<FONT STYLE="white-space:nowrap">open-end</FONT> or <FONT STYLE="white-space:nowrap">closed-end</FONT> fund managed by Nuveen that either (i)&nbsp;was a Participating Fund as of September&nbsp;30, 2012, or (ii)&nbsp;has at least $270,000,000 in
assets under management. A fund described in the foregoing clause (ii)&nbsp;shall become a Participating Fund on the first Quarterly Date as of which the criterion described in such clause (ii)&nbsp;is satisfied, and its status as a Participating
Fund shall continue even if its assets under management should subsequently fall below $270,000,000. For purposes of this definition, a &#147;<B><I>Quarterly Date</I></B>&#148; means the first day of a calendar quarter. Participating Funds shall be
listed on Exhibit A to the Plan, which shall be revised from time to time by the Administrator; provided, however, that failure to list a Participating Fund on Exhibit A shall not affect its status as a Participating Fund. The Administrator shall
report to the Board on a quarterly basis any changes to Exhibit A. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(o)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Payment
Election</I></B>&#148; shall mean an election pursuant to Section&nbsp;5.1. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(p)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Plan</I></B>&#148; shall mean this Deferred Compensation Plan for Independent Directors
and Trustees, as amended from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(q)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Plan Year</I></B>&#148; shall mean the
<FONT STYLE="white-space:nowrap">12-month</FONT> period beginning January&nbsp;1 and ending December&nbsp;31. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(r)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Plan Year Account</I></B>&#148; shall mean the book entry account described in
Section&nbsp;4.1(a). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(s)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Plan Year Subaccount</I></B>&#148; shall mean, with respect
to a Participating Fund, the portion of a Plan Year Account attributable to a Participant&#146;s Compensation deferred to such Participating Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(t)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I><FONT STYLE="white-space:nowrap">Pre-2005</FONT> Plan</I></B>&#148; shall mean the Plan
as in effect prior to January&nbsp;1, 2005. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(u)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Section</I></B><B><I></I></B><B><I>&nbsp;409A</I></B>&#148; shall mean
Section&nbsp;409A of the Code, as interpreted by regulations and other guidance promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Separation from Service</I></B>&#148; means a separation from service within the
meaning of Section&nbsp;409A. A Separation from Service with respect to any Participating Fund shall occur on the date as of which there is a complete termination of a Participant&#146;s relationship as a director (or independent contractor or
employee) with respect to such Participating Fund, with no reasonable anticipation (as determined in good faith by the Administrator) of the Participant being reappointed to the Board of such Participating Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(w)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Unforeseeable Emergency</I></B>&#148; means a severe financial hardship of the
Participant resulting from an illness or accident of the Participant or his or her spouse or dependent (as defined in Section&nbsp;152(a) of the Code), loss of the Participant&#146;s property </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">3 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman">
due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the Participant&#146;s control. Circumstances that may constitute an Unforeseeable Emergency include the imminent foreclosure of or eviction from the Participant&#146;s primary residence; the need to pay for medical expenses,
including nonrefundable deductibles, as well as for the costs of prescription drug medication; and the need to pay for the funeral expenses of a spouse or a dependent (as defined in Section&nbsp;152(a) of the Code). The purchase of a home and the
payment of college tuition generally are not Unforeseeable Emergencies. Whether the Participant is faced with an Unforeseeable Emergency permitting an emergency withdrawal shall be determined by the Administrator in its sole discretion, based on the
relevant facts and circumstances and applying regulations and other guidance under Section&nbsp;409A. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(x)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<B><I>Valuation Date</I></B>&#148; shall mean the last business day of each calendar quarter
and any other day upon which Nuveen makes a valuation of the Account. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">2.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Plurals and Gender</B>. Where
appearing in this Plan the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">2.3&nbsp;&nbsp;&nbsp;&nbsp;<B>Headings</B>. The headings and subheadings in this Plan are inserted for convenience of reference only and are
to be ignored in any construction of the provisions hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">2.4&nbsp;&nbsp;&nbsp;&nbsp;<B>Separate Agreement</B>. This Plan shall be
construed as a separate agreement between each Participant and each of the Participating Funds. </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;3</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>DEFERRALS </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">3.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Deferral Election</B>. A Participant may elect to defer all or a specified percentage or amount of the
Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees
of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first
becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in
the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">3.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Payment Reduction</B>. While a Deferral Election is in effect, deferrals described in Section&nbsp;3.1 shall be
withheld, based upon the percentage or amount elected, from each payment of Compensation to which the Participant would otherwise have been entitled but for his Deferral Election. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">4 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">3.3&nbsp;&nbsp;&nbsp;&nbsp;<B>Effect of Election</B>. A Deferral Election pursuant to
Section&nbsp;3.1 shall apply only to the Plan Year for which it is made and shall be irrevocable except to the extent otherwise provided in Section&nbsp;3.4. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">3.4&nbsp;&nbsp;&nbsp;&nbsp;<B>Unforeseeable Emergencies</B>. In the event of a Participant&#146;s Unforeseeable Emergency on account of which
the Participant receives a withdrawal pursuant to Section&nbsp;5.4, the Participant&#146;s Deferral Election shall be canceled. </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;4</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>ACCOUNTS </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">4.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Crediting of Deferrals</B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Administrator shall establish a book entry account (&#147;<B><I>Plan Year
Account</I></B>&#148;) consisting of one or more Plan Year Subaccounts, to which will be credited an amount equal to the Participant&#146;s Deferrals of Compensation from each respective Participating Fund under this Plan with respect to such Plan
Year. The requirement to maintain separate Plan Year Subaccounts shall be deemed satisfied if the Administrator maintains (i)&nbsp;separate Plan Year Accounts and (ii)&nbsp;adequate records to enable the portions of each Plan Year Account
attributable to the respective Plan Year Subaccounts to be calculated at any time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Any
Compensation from a Participating Fund for a Plan Year earned by a Participant which he has elected to defer pursuant to the Plan will be credited to the corresponding Plan Year Subaccount on the date such Compensation otherwise would have been
payable to such Participant. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The obligations to pay the amounts in a Participant&#146;s Plan
Year Subaccounts associated with a Participating Fund shall be the sole obligation of that Participating Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;Plan Year Subaccounts shall be debited to reflect any distributions from such subaccounts. Such
debits shall be allocated to the Plan Year Subaccount as of the date such distributions are made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">4.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Valuation
of Account</B>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Each Board shall from time to time designate one or more <FONT
STYLE="white-space:nowrap">open-end</FONT> funds managed by Nuveen as Eligible Funds. A Participant, on his Deferral Election form, shall have the right to select from the then-current list of Eligible Funds one or more funds in which his Account
shall be deemed invested as set forth in this Section&nbsp;4.2 (&#147;<B><I>Designated Funds</I></B>&#148;). A Participant shall designate whether his election pursuant to this Section&nbsp;4.2(a), or change in election pursuant to
Section&nbsp;4.2(b), is to apply to his entire Account or to one or more Plan Year Accounts as specified in the election. A Participant may designate an Eligible Fund even if he is not a member of the Board of that Eligible Fund. Except as provided
below, amounts credited to a Participant&#146;s Account shall be treated as though such amounts had been invested and reinvested in shares of the Participant&#146;s Designated Funds, initially calculated as follows: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;the product of </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(A)&nbsp;&nbsp;&nbsp;&nbsp;the amount of such Deferrals and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(B)&nbsp;&nbsp;&nbsp;&nbsp;the percentage of such Deferrals to be deemed invested in that Designated Fund, divided by </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;the Designated Fund&#146;s Net Asset Value per share as of the date such amount is so credited.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to rules established by the Administrator from time to time, each Participant may
direct that the Designated Funds in which his or her Account is deemed invested be changed. Any election to change such investment direction shall indicate the dollar amount or percentage of the balance in such Account (determined based on the then
current Net Asset Value of each Designated Fund in which the Account is deemed invested immediately prior to giving effect to such investment change) to be invested in each such Designated Fund. Any such change shall be effective on the third
Saturday of the second month of each calendar quarter (&#147;<B><I>effective date</I></B>&#148;). The number of shares of each Designated Fund to be deemed held in the Participant&#146;s Account following such investment change shall be calculated
as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;the product of </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(A)&nbsp;&nbsp;&nbsp;&nbsp;the balance in such Account and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(B)&nbsp;&nbsp;&nbsp;&nbsp;the percentage of such balance to be deemed invested in that Designated Fund divided by </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;the Designated Fund&#146;s Net Asset Value per share as of the effective date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;If a Designated Fund shall pay a stock dividend on, or split, combine, reclassify or substitute
other securities by merger, consolidation or otherwise for its outstanding shares, the Participant&#146;s Account shall be adjusted as though shares of such Designated Fund were actually held by the Account in order to preserve rights substantially
proportionate to the rights deemed held immediately prior to such event. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;On each payment date
of dividends or capital gains distributions declared on shares of any Designated Fund in which a Participant&#146;s Account is deemed invested, the Account will be credited with book adjustments representing all dividends or capital gains
distributions which would have been realized had such account been invested in shares of such Designated Fund and such dividend or capital gains distribution had been received and reinvested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The value of a Plan Year Subaccount on any Valuation Date shall be the sum of (i)&nbsp;the number
of shares of each Designated Fund deemed to be held in the Plan Year Subaccount as provided by the preceding paragraphs, multiplied by (ii)&nbsp;the Net Asset Value per share of such Designated Fund on the Valuation Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;On each date upon which a distribution of less than the entire balance is to be charged to a
Participant&#146;s Plan Year Subaccount, the amount of such distribution shall, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">6 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman">
unless the Participant otherwise specifies in accordance with rules established by the Administrator, be allocated among all of the Designated Funds in which the Plan Year Subaccount is deemed to
be invested in proportion to the aggregate value of the number of deemed shares of each such Designated Fund, and the number of deemed shares of each such Designated Fund shall then be reduced by the portion of the distribution allocated to such
Designated Fund divided by the Net Asset Value per share of such Designated Fund on the date on which the distribution is charged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;If an Eligible Fund is removed from the list of Eligible Funds for any reason then no further
deferrals shall be deemed invested in such fund (although prior deferrals may remain deemed invested in such fund) and, unless the Board otherwise determines, the Administrator shall give each Participant whose Account is deemed to be invested in
such Eligible Fund a reasonable period to submit a new designation, and any Participant who fails to submit a new designation shall be subject to the provisions of the last sentence of Section&nbsp;4.2(h) below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;As of each Valuation Date, income, gain and loss equivalents (determined as if the Account were
invested in the manner set forth under Section&nbsp;4.2(a) above) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Participant&#146;s Plan Year Subaccounts. Except as provided
below, the Participant&#146;s Plan Year Subaccounts shall receive a return in accordance with his deemed investment designations, provided such designations conform to the provisions of this Section. If: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Participant does not furnish the Administrator with a written designation, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the written designation from the Participant is unclear, or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;less than all of the Participant&#146;s Account is covered by such written designation, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman">then the Participant&#146;s Account shall receive no return until such time as the Participant shall provide the Administrator with
instructions. </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;5</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>DISTRIBUTIONS FROM ACCOUNT </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Participant</B><B>&#146;</B><B>s Payment Election</B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Simultaneously with the filing of a Deferral Election for a Plan Year pursuant to Section&nbsp;3.1,
a Participant shall elect on such form as the Administrator may prescribe the time and manner in which the corresponding Plan Year Account shall be distributed. Such election shall specify (i)&nbsp;whether each Plan Year Subaccount within the Plan
Year Account is to be paid in a lump sum, in 20 substantially equal quarterly installments, or in five substantially equal annual installments, and (ii)&nbsp;the date on which such <FONT STYLE="white-space:nowrap">lump-sum</FONT> payment is to be
made and/or such installments are to commence. For purposes of clause (ii)&nbsp;of the preceding sentence a Participant may specify either (i)&nbsp;the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">7 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman">
time of the Participant&#146;s Separation from Service, (ii)&nbsp;a specific date (irrespective of whether such date is before or after the Participant&#146;s Separation from Service), or
(iii)&nbsp;the earlier of the Participant&#146;s Separation from Service or a specific date. In the event of a Participant&#146;s Separation from Service from some but not all of the Participating Funds to which the Participant&#146;s Plan Year
Account is attributable, to the extent a Participant&#146;s Payment Election relates to his or her Separation from Service it shall affect only the Plan Year Subaccounts attributable to the Participating Funds from which the Participant has incurred
a Separation from Service. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;A Participant&#146;s Payment Election shall apply only to the Plan
Year Account for which it is made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided in this Section&nbsp;5, the
balance in a Participant&#146;s Plan Year Account shall be paid in accordance with the Participant&#146;s valid Payment Election made for such Plan Year Account pursuant to this Section&nbsp;5. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Irrevocability</B>. Except as otherwise provided in this Section&nbsp;5, a Participant&#146;s Payment Election
shall be irrevocable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.3&nbsp;&nbsp;&nbsp;&nbsp;<B>Death or Disability Prior to Complete Distribution of Account</B>. If a Participant
dies or becomes disabled (as defined in Section&nbsp;409A) prior to the commencement of the distribution of the amounts credited to his Account, the balance of such Account shall be distributed to the Participant or his Beneficiary, as applicable,
in a lump sum as soon as practicable after the Participant&#146;s death or disability. If a Participant dies or becomes disabled after the commencement of such distributions, but prior to the complete distribution of his Account, the balance of the
amounts credited to his Account shall be distributed to the Participant or his Beneficiary, as applicable, over the remaining period during which such amounts were otherwise distributable to the Participant under Section&nbsp;5.1 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.4&nbsp;&nbsp;&nbsp;&nbsp;<B>Unforeseeable Emergency</B>. In the event of a Participant&#146;s Unforeseeable Emergency, such Participant may
request an emergency withdrawal from his or her Account. Any such request shall be subject to the approval of the Administrator, which approval shall not be granted to the extent that such need may be relieved (i)&nbsp;through reimbursement or
compensation by insurance or otherwise; (ii)&nbsp;by liquidation of the Participant&#146;s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or (iii)&nbsp;by cessation of deferrals under this
Plan. A Participant may withdraw all or a portion of his or her Account due to an Unforeseeable Emergency; provided, however, that the withdrawal shall not exceed the amount reasonably needed to satisfy the need created by the Unforeseeable
Emergency (including any amounts necessary to pay and Federal, state or local income or employment taxes or penalties reasonably anticipated to arise from the payment, as determined by the Administrator). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.5&nbsp;&nbsp;&nbsp;&nbsp;<B>Designation of Beneficiary</B>. For the purposes of Section&nbsp;5.3 hereof, the Participant&#146;s Beneficiary
shall be the person or persons so designated by the Participant in a written instrument submitted to the Administrator. Subject to rules established by the Administrator, a Participant may designate multiple or alternative Beneficiaries, and may
change his Beneficiary at any time without the consent of any prior Beneficiary; provided that no change </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">
of a Beneficiary shall be effective unless and until actually received, in proper form, by the Administrator during the Participant&#146;s life. The Administrator&#146;s determination of the
person eligible to receive the Account of a deceased Participant, if made in good faith, shall be final and binding on all parties. If a Participant fails to properly designate a Beneficiary or if his Beneficiary predeceases him, his Beneficiary
shall be his estate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.6&nbsp;&nbsp;&nbsp;&nbsp;<B>Domestic Relations Orders</B>. If any judgment, decree or order (including approval of
a property settlement agreement) which (i)&nbsp;relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant, and (ii)&nbsp;is made pursuant to a state
or foreign domestic relations law (including a community property law) directs assignment of a portion of a Participant&#146;s Account to a spouse, former spouse, child, or other dependent of a Participant, such amount may be paid in a <FONT
STYLE="white-space:nowrap">lump-sum</FONT> cash payment at the request of the person to whom assignment is directed to be made as soon as administratively possible after the Administrator&#146;s receipt of the signed order, as long as the order (or
a written direction to the Administrator of how to interpret the order, signed by the Participant and the person to whom the order directs assignment) clearly specifies the amount of the Account assigned and the timing of payment to the person to
whom the assignment is made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">5.7&nbsp;&nbsp;&nbsp;&nbsp;<B>Compliance With Conflicts of Interest Laws</B>. Notwithstanding any provision
herein to the contrary, payment of a Participant&#146;s Account shall be accelerated to the extent (and only to the extent) reasonably necessary to avoid the violation of an applicable Federal, state, or local conflicts of interest law. </P>
<P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;6</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>AMENDMENTS AND TERMINATION </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">6.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Amendments</B>. The Boards reserve the right to amend, in whole or in part, and in any manner, any or all of the
provisions of this Plan by action of the Boards, except that no amendment shall reduce the balance in any Participant&#146;s Account, or (unless necessary to comply with the 1940 Act or other applicable law) significantly delay the time at which
such balance is payable without the consent of the Participant affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">6.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Termination. </B> </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>In General</B>. Each Board may terminate this Plan as applied to Participants who are members of such Board
at any time by action of such Board. If one Board elects to terminate the Plan with respect to the Participants who are members of such Board, the Plan shall remain in effect with respect to Participants who are members of one or more other Boards.
Upon termination, payment of each Participant&#146;s then current Account value shall be made in such manner as the Administrator shall determine consistent with the requirements of Section&nbsp;409A. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>Liquidating Fund Termination</B>; <B>Change in Control</B> </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left">Notwithstanding any provision to the contrary herein, in the event a Participating Fund liquidates in a
corporate dissolution taxed under </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">9 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="17%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">
Section&nbsp;331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. &#167; 503(b)(1)(A) (a &#147;<B><I>Liquidating Fund</I></B>&#148;), the Board of such Participating
Fund may terminate and liquidate this Plan (a &#147;<B><I>Liquidating Fund Termination</I></B>&#148;) pursuant to the corporate dissolution exception of Treas. Reg. &#167; <FONT STYLE="white-space:nowrap">1.409A-3(j)(4)(ix)(A)</FONT> with respect to
Accounts attributable to the deferral of Compensation from such Participating Fund (&#147;<B><I>Affected Accounts</I></B>&#148;) by current or former members of the Board of such Participating Fund (&#147;<B><I>Affected Participants</I></B>&#148;).
Similarly, in the event a Participating Fund undergoes a change of control as defined Code Section&nbsp;409A and guidance thereunder, the Board of such Participating Fund shall terminate and liquidate this Plan (a &#147;<B><I>CIC Fund
Termination</I></B>&#148;) with respect to Affected Accounts of Affected Participants </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left">In the event of a Liquidating Fund Termination or a CIC Fund Termination, the value of the Affected Accounts of
the Affected Participants shall be paid in a lump sum no later than the last day of the calendar year in which the Liquidating Fund Termination occurs or, if later, the last day of the first calendar year in which the payment is administratively
feasible. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left">Except as set forth above, a Liquidating Fund Termination or a CIC Fund Termination shall not otherwise affect
the Plan, and in particular shall have no effect on any Accounts other than the Affected Accounts. </P></TD></TR></TABLE> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%" VALIGN="top" ALIGN="left"><B>SECTION&nbsp;7</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><B>MISCELLANEOUS </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.1&nbsp;&nbsp;&nbsp;&nbsp;<B>Rights of Creditors</B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;This Plan is unfunded. With respect to the payment of amounts credited to a Participant&#146;s
Account, the Participant and his Beneficiaries have the status of unsecured creditors of the Participating Fund to which such Account relates. The Plan shall not be construed as conferring on a Participant any right, title, interest, or claim in or
to any specific asset, reserve, account, or property or any kind possessed by the Participating Funds. To the extent that a Participant or any other person acquires a right to receive payments from the Participating Funds, such right shall be no
greater than the right of an unsecured general creditor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;This Plan is executed on behalf of
each Participating Fund by an officer of that Participating Fund as such and not individually. Any obligation of a Participating Fund hereunder shall be an unsecured obligation of that Participating Fund and not of any other person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.2&nbsp;&nbsp;&nbsp;&nbsp;<B>Agents</B>. Each Participating Fund may employ agents and provide for such clerical, legal, actuarial,
accounting, advisory or other services as it deems necessary to perform its duties under this Plan. Each Participating Fund shall bear the cost of such services and all other expenses it incurs in connection with the administration of this Plan.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">10 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.3&nbsp;&nbsp;&nbsp;&nbsp;<B>Incapacity</B>. If the Administrator shall receive evidence
satisfactory to it that a Participant or any Beneficiary entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid
release therefor, and that another person or an institution is then maintaining or has custody of the Participant or Beneficiary and that no guardian, committee or other representative of the estate of the Participant or Beneficiary shall have been
duly appointed, a Participating Fund may make payment of such benefit otherwise payable to the Participant or Beneficiary to such other person or institution, including a custodian under a Uniform Transfers to Minors Act or corresponding legislation
(who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.4&nbsp;&nbsp;&nbsp;&nbsp;<B>Statement of Account</B>. The Administrator will furnish each Participant with a statement setting forth the
value of such Participant&#146;s Plan Year Accounts as of the end of each calendar year and all credits to and payments from such Plan Year Accounts during such year. Such statements will be furnished no later than 60 days after the end of each
calendar year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.5&nbsp;&nbsp;&nbsp;&nbsp;<B>Governing Law</B>. This Plan shall be governed by the laws of the State of Illinois without
regard to any state&#146;s conflicts of laws principles. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.6&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT STYLE="white-space:nowrap">Non-Guarantee</FONT> of Status</B>. Nothing contained in this Plan shall be
construed as a contract or guarantee of the right of a Participant to be, or remain as, a director or a trustee of a fund, or to receive any, or any particular rate of, Compensation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.7&nbsp;&nbsp;&nbsp;&nbsp;<B>Counsel</B>. Each Board may consult with legal counsel with respect to the meaning or construction of this Plan,
its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and it shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of legal counsel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.8&nbsp;&nbsp;&nbsp;&nbsp;<B>Interests Not Transferable</B>. A Participant&#146;s and Beneficiaries&#146; interests in the Account may not be
anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall be deemed null and void; no Participating Fund shall
recognize the rights of any party under this Plan except those of the Participant or his Beneficiary; provided that this Section&nbsp;7.8 shall not preclude a Participating Fund from offsetting any amount payable to a Participant hereunder by any
amount owed by such Participant to that Participating Fund or to Nuveen. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.9&nbsp;&nbsp;&nbsp;&nbsp;<B>Entire Agreement</B>. This Plan
contains the entire understanding between each Participating Fund and the Participants with respect to the payment of <FONT STYLE="white-space:nowrap">non-qualified</FONT> deferred compensation by a Participating Fund to the Participants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.10&nbsp;&nbsp;&nbsp;&nbsp;<B>Powers of Administrator</B>. In addition to other powers specifically set forth herein, the Administrator shall
have all discretionary power and authority necessary or convenient for the administration of this Plan, including without limitation the authority to: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">11 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;construe and interpret the Plan, and resolve any
inconsistency or ambiguity with respect to any of its terms; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;decide all questions of
eligibility and determine the amount, manner and time of payment of any benefits hereunder; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;prescribe rules and procedures to be followed by Participants or Beneficiaries in making any
election or taking any action provided for herein, which rules and procedures may alter any provision of the Plan that is administrative or ministerial in nature without the necessity for an amendment; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;allocate Accounts among the Eligible Funds; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;maintain all the necessary records for the administration of the Plan; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;delegate any of it duties or powers under the Plan to any other person acting under its
supervision; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:12pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;do all other acts which the Administrator deems necessary or proper to
accomplish and implement its responsibilities under the Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">Any rule or procedure adopted by the Administrator, or any decision, ruling
or determination made by the Administrator, in good faith shall be final, binding and conclusive on all Participating Funds, Participants, Beneficiaries and all persons claiming through them. The authority of the Administrator may be exercised by
such person as the Chief Executive Officer of the Administrator may designate or, in the absence of a specific designation, by those officers and employees of the Administrator whose normal duties include payment of compensation to independent
directors and trustees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.11&nbsp;&nbsp;&nbsp;&nbsp;<B>Participant Litigation</B>. In any action or proceeding regarding the Participants
or their Beneficiaries or any other persons having or claiming to have an interest in this Plan shall not be necessary parties and shall not be entitled to any notice or process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding shall be binding and conclusive on the parties hereto and all persons having or claiming to have any interest in this Plan. To the extent permitted by law, if a legal action is begun against either Board, any
Participating Fund, the Administrator, or any of their respective officers, directors, trustees, employees or agents (an &#147;<B><I>indemnified party</I></B>&#148;), by or on behalf of any person and such action results adversely to such person or
if a legal action arises because of conflicting claims to a Participant&#146;s or other person&#146;s benefits, the costs to the indemnified party of defending the action will be charged to the amounts, if any, which were involved in the action or
were payable to the Participant or other person concerned. To the extent permitted by applicable law, acceptance of participation in this Plan shall constitute a release of each of the indemnified parties from any and all liability and obligation
not involving willful misconduct or gross neglect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">12 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.12&nbsp;&nbsp;&nbsp;&nbsp;<B>Successors and Assigns</B>. This Plan shall be binding upon, and
shall inure to the benefit of, the Participating Funds and their successors and assigns and to the Participants and their heirs, executors, administrators and personal representatives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.13&nbsp;&nbsp;&nbsp;&nbsp;<B>Severability</B>. In the event any one or more provisions of this Plan are held to be invalid or unenforceable,
such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">7.14&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 409A</B>. Except with respect to Grandfathered Accounts, this Plan is intended to comply with
Section&nbsp;409A, and shall be administered and interpreted in accordance with such intent. If the Boards (or the Administrator, to the extent the Boards delegate such authority to the Administrator) determine that any provision of the Plan is or
might be inconsistent with the requirements of Section&nbsp;409A, they shall attempt in good faith to make such changes to the Plan as may be necessary or appropriate to avoiding a Participant&#146;s becoming subject to adverse tax consequences
under Code Section&nbsp;409A. Notwithstanding the foregoing, neither the Boards nor the Administrator make any representation that the Plan complies with Section&nbsp;409A and shall have no liability to any Participant for any failure to comply with
Section&nbsp;409A of the Code. This Plan shall constitute an &#147;account balance plan&#148; as defined in Treas. Reg. <FONT STYLE="white-space:nowrap">Section&nbsp;31.3121(v)(2)-1(c)(1)(ii)(A).</FONT> For purposes of Section&nbsp;409A, all amounts
deferred under this Plan shall be aggregated with amounts deferred under other account balance plans. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">13 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman">IN WITNESS WHEREOF, each Participating Fund listed on Appendix A has caused this amended and
restated Plan to be executed by one of its duly authorized officers, this 8<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of May 2020. </P> <P STYLE="font-size:48pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="11%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="85%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/&nbsp;Gifford&nbsp;R.&nbsp;Zimmerman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;Gifford R. Zimmerman</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;Vice&nbsp;President&nbsp;and&nbsp;Assistant&nbsp;Secretary,</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">14 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN <FONT STYLE="white-space:nowrap">OPEN-END</FONT> AND <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUNDS </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DEFERRED COMPENSATION PLAN FOR INDEPENDENT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DIRECTORS AND TRUSTEES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:2%; text-indent:-2%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>Participating funds</B> <B>1 :</B> Funds from which director compensation can be deferred <B>2 :</B>
<SMALL>AUM</SMALL> <FONT STYLE="FONT-FAMILY:SYMBOL">&#179;</FONT> $270MM <B>3 :</B> funds do not lose Participating status from a subsequent loss of assets <B>4 :</B> list updated each quarter, with new funds that have surpassed the $270MM threshold
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>Current List of Participating Funds </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="49%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">All-American</FONT> Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Credit Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Build America Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California High Yield Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California Municipal Value Fund, Inc.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen California Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Colorado Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Connecticut Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Connecticut Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Core Equity Alpha Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Credit Opportunities 2022 Target Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Credit Strategies Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Diversified Dividend and Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Dividend Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Dow 30SM Dynamic Overwrite Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Enhanced Municipal Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Equity Long/Short Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Equity Market Neutral Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Floating Rate Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Floating Rate Income Opportunity Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Global High Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Global Infrastructure Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Gresham Diversified Commodity Strategy Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen High Income Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen High Income December 2019 Target Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen High Income November 2021 Target Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen High Yield Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Intermediate Duration Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Intermediate Duration Municipal Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen International Growth Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Kansas Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Kentucky Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Large Cap Core Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Large Cap Growth Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Large Cap Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Limited Term Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Maryland Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Massachusetts Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Michigan Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Michigan Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Mid Cap Growth Opportunities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Mid Cap Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Minnesota Intermediate Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Minnesota Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Missouri Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Mortgage Opportunity Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Municipal Credit Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Municipal Credit Opportunities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Municipal High Income Opportunity Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Municipal Total Return Managed Accounts Portfolio</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Municipal Value Fund, Inc.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Nasdaq 100 Dynamic Overwrite Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New Jersey Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New Jersey Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New York <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New York Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New York Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen New York Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen North Carolina Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen North Carolina Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ Flexible Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ Global Equity Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ International Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Multi-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Small-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Ohio Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Ohio Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Pennsylvania Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Pennsylvania Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Preferred&nbsp;&amp; Income Opportunities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Preferred&nbsp;&amp; Income Securities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Preferred and Income Term Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Preferred Securities and Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Real Asset Income and Growth Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Real Asset Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Real Estate Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Real Estate Securities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen S&amp;P 500 <FONT STYLE="white-space:nowrap">Buy-Write</FONT> Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen S&amp;P 500 Dynamic Overwrite Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Santa Barbara Dividend Growth Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 2</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 3</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Senior Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Short Duration Credit Opportunities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Short Duration High Yield Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Short Term Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Small Cap Select Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Small Cap Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Strategic Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Strategic Municipal Opportunities Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Symphony Floating Rate Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Symphony High Yield Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Dividend Growth Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Total Return Strategy Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Tennessee Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Virginia Municipal Bond Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Virginia Quality Municipal Income Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Nuveen Winslow <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Growth Fund</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">Exhibit A - Page 1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN <FONT STYLE="white-space:nowrap">OPEN-END</FONT> AND <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUNDS DEFERRED COMPENSATION
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES </B></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" BGCOLOR="#000000"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><FONT COLOR="#FFFFFF"><B>ELIGIBLE
FUNDS</B></FONT></P></TD></TR>
</TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:2%; text-indent:-2%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>Eligible funds</B> <B>1 :</B> funds in which deferred compensation can be deemed invested <B>2 :</B>
selected from equity and taxable income <FONT STYLE="white-space:nowrap">open-end</FONT> funds <B>3 :</B> municipal funds are not included as they are <FONT STYLE="white-space:nowrap">tax-exempt</FONT> and would therefore not be appropriate in a <FONT
STYLE="white-space:nowrap">tax-advantaged</FONT> deferred compensation plan <B>4 :</B> deferred compensation is not actually invested in these funds; investments track the performance of these funds <B>5 :</B> updated annually </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>Current List of Eligible Funds </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Value Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen International
Growth Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Mid Cap Growth Opportunities Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen NWQ International
Value Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Multi-Cap</FONT> Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Small-Cap</FONT> Value Fund</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Real Asset Income Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Santa Barbara Dividend
Growth Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Credit Opportunities Fund</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nuveen
Symphony Floating Rate Income Fund</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Nuveen Winslow <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Growth ESG Fund</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">Exhibit B - Page 1 </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.J.1
<SEQUENCE>5
<FILENAME>d47790dex99j1.htm
<DESCRIPTION>AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Amended and Restated Master Custodian Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit j.1 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><I>Execution Version </I></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>A<SMALL>MENDED</SMALL> <SMALL>AND</SMALL> R<SMALL>ESTATED</SMALL> M<SMALL>ASTER</SMALL> C<SMALL>USTODIAN</SMALL> A<SMALL>GREEMENT</SMALL>
</U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">This Agreement is made as of July&nbsp;15, 2015 (this &#147;<B><I>Agreement</I></B>&#148;), 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 &#147;<B><I>Fund</I></B>&#148;), 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<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL>
C<SMALL>OMPANY</SMALL>, a Massachusetts trust company (the &#147;<B><I>Custodian</I></B>&#148;). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><I>W<SMALL>ITNESSETH</SMALL>:
</I></B></P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>W<SMALL>HEREAS</SMALL></B><SMALL></SMALL>, the Funds and the Custodian have entered into an Amended and Restated Master
Custodian Agreement, dated as of February&nbsp;25, 2005 (as amended and in effect, the &#147;Master Custodian Agreement&#148;); </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>W<SMALL>HEREAS</SMALL></B><SMALL></SMALL>, the Funds and the Custodian desire to replace the Master Custodian Agreement with this Amended
and Restated Master Custodian Agreement; </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>W<SMALL>HEREAS</SMALL></B><SMALL></SMALL>, each Fund desires for the Custodian to provide
certain custodial services relating to securities and other assets of the Fund; and </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>W<SMALL>HEREAS</SMALL></B><SMALL></SMALL>, the
Custodian is willing to provide the services upon the terms contained in this Agreement; </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 1.
<U>D<SMALL>EFINITIONS</SMALL></U><SMALL></SMALL>. In addition to terms defined in Section&nbsp;4.1 (Rule <FONT STYLE="white-space:nowrap">17f-5</FONT> and Rule <FONT STYLE="white-space:nowrap">17f-7</FONT> related definitions) or elsewhere in this
Agreement, (a)&nbsp;terms defined in the UCC have the same meanings herein as therein and (b)&nbsp;the following other terms have the following meanings for purposes of this Agreement: </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>1940 Act</I></B>&#148; means the Investment Company Act of 1940, as amended from time to time. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Board</I></B>&#148; means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Client Publications</I></B>&#148; means the general client publications of State Street Bank and Trust Company
available from time to time to clients and their investment managers. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Deposit Account Agreement</I></B>&#148;
means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian&#146;s internet customer portal, &#147;my.statestreet.com&#148;. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Domestic securities</I></B>&#148; means securities held within the United States. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Foreign securities</I></B>&#148; means securities held primarily outside of the United States. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Held outside of the United States</I></B>&#148; means not held within the United
States. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Held within the United States</I></B>&#148; means (a)&nbsp;in relation to a security or other financial asset, the
security or other financial asset </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">(i) is a certificated security registered in the name of the Custodian or its <FONT
STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee or is endorsed to the Custodian or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee or in blank and the security certificate is located within the United
States, (ii)&nbsp;is an uncertificated security or other financial asset registered in the name of the Custodian or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee at an office located in the United States, or
(iii)&nbsp;has given rise to a security entitlement of which the Custodian or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary
for which the securities intermediary&#146;s jurisdiction is within the United States, and (b)&nbsp;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 company&#146;s office located in the United States. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Investment Advisor</I></B>&#148; means, in relation
to a Portfolio, the investment manager or investment advisor of the Portfolio. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>On book currency</I></B>&#148;
means (a)&nbsp;U.S. dollars or (b)&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Portfolio</I></B>&#148; means (a)&nbsp;in
relation to a Fund that is a series organization, a series of the Fund and (b)&nbsp;in relation to a Fund that is not a series organization, the Fund itself. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Portfolio Interests</I></B>&#148; means beneficial interests in a Portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Proper Instructions</I></B>&#148; means instructions in accordance with Section&nbsp;9 received by the Custodian
from a Fund, the Fund&#146;s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>SEC</I></B>&#148; means the U.S. Securities and Exchange Commission. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Series organization</I></B>&#148; means an organization that, pursuant to the statute under which the organization
is organized, has the following characteristics: (a)&nbsp;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)&nbsp;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)&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-2- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman"><B><I>&#147;Tax&#148; </I></B>or <B><I>&#147;Taxes&#148; </I></B>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)&nbsp;cash or securities, (ii)&nbsp;the transactions
effected under this Agreement, or (iii)&nbsp;the Fund. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>UCC</I></B>&#148; means the Uniform Commercial Code of the
Commonwealth of Massachusetts as in effect from time to time. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Underlying Portfolios</I></B>&#148; means a group of investment
companies as defined in Section&nbsp;12(d)(1)(F) of the 1940 Act. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Underlying Shares&#148; </I></B>means
shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered &#147;investment companies&#148; (as defined in Section&nbsp;3(a)(1) of the 1940 Act), whether or not in the same &#147;group of investment
companies&#148; (as defined in Section&nbsp;12(d)(1)(G)(ii) of the 1940 Act). </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Underlying Transfer
Agent</I></B>&#148; 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>U.S. Securities System</I></B>&#148; means a securities depository or
book-entry system authorized by the U.S. Department of the Treasury or a &#147;clearing corporation&#148; as defined in <FONT STYLE="white-space:nowrap">Section&nbsp;8-102</FONT> of the UCC. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 2. <U>E<SMALL>MPLOYMENT</SMALL> <SMALL>OF</SMALL> C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 2.1 <U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. Each Fund hereby employs the Custodian as a custodian
of (a)&nbsp;securities and cash of each of the Portfolios and (b)&nbsp;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)&nbsp;all securities and cash of the Portfolios, (ii)&nbsp;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)&nbsp;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 Custodian&#146;s name on behalf of the Portfolios will be custody for purposes of
this Section&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 2.2 <U>S<SMALL>UB</SMALL>-<SMALL>CUSTODIANS</SMALL></U><SMALL></SMALL>. 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
<FONT STYLE="white-space:nowrap">sub-custodian</FONT> 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 Fund&#146;s foreign securities with foreign
banking institution <FONT STYLE="white-space:nowrap">sub-custodians</FONT> 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 <FONT STYLE="white-space:nowrap">sub-custodian</FONT> of the Custodian for purposes of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-3- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 2.3 <U>R<SMALL>ELATIONSHIP</SMALL></U><SMALL></SMALL>.
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 &#147;on book&#148; currency,
the Custodian is a bank and the Portfolio is the bank&#146;s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an &#147;on book&#148; currency, the Custodian is that bank&#146;s
customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio<B>. </B>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. </P>
<P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">SECTION&nbsp;3. <U>A<SMALL>CTIVITIES</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>WITH</SMALL>
R<SMALL>ESPECT</SMALL> <SMALL>TO</SMALL> P<SMALL>ROPERTY</SMALL> H<SMALL>ELD</SMALL> <SMALL>IN</SMALL> <SMALL>THE</SMALL> U<SMALL>NITED</SMALL> S<SMALL>TATES</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.1 <U>H<SMALL>OLDING</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. 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 <FONT STYLE="white-space:nowrap">17f-4</FONT> 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)&nbsp;securities or other financial assets maintained in a U.S. Securities System and (b)&nbsp;Underlying Shares maintained pursuant to Section&nbsp;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 Custodian&#146;s 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 Custodian&#146;s agent. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.2 <U>R<SMALL>EGISTRATION</SMALL> <SMALL>OF</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>.
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 <FONT STYLE="white-space:nowrap">sub-custodian</FONT> permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall
be in &#147;street name&#148; or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in &#147;street name,&#148; 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-4- </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.3 <U>B<SMALL>ANK</SMALL>
A<SMALL>CCOUNTS</SMALL></U><SMALL></SMALL>. 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 <FONT STYLE="white-space:nowrap">17f-3</FONT> 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)&nbsp;every such bank or trust company
shall be qualified to act as a custodian under the 1940 Act and (b)&nbsp;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 Fund&#146;s 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.4 <U>C<SMALL>OLLECTION</SMALL> <SMALL>OF</SMALL> I<SMALL>NCOME</SMALL></U><SMALL></SMALL>. Subject to
the domestic securities or other financial assets held in the United States being registered as provided in Section&nbsp;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 Custodian&#146;s 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 Custodian&#146;s applicable rate for time credited. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.5 <U>D<SMALL>ELIVERY</SMALL> O<SMALL>UT</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.6 <U>D<SMALL>EPOSIT</SMALL> <SMALL>OF</SMALL> F<SMALL>UND</SMALL> A<SMALL>SSETS</SMALL>
<SMALL>WITH</SMALL> <SMALL>THE</SMALL> U<SMALL>NDERLYING</SMALL> T<SMALL>RANSFER</SMALL> A<SMALL>GENT</SMALL></U><SMALL></SMALL>. 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 Custodian&#146;s only responsibilities with respect to the Underlying Shares shall be limited to the following: </P> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer
Agent is holding or maintaining Underlying Shares </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-5- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">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. </TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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 Custodian&#146;s books and records. </P></TD></TR></TABLE>
<P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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 Custodian&#146;s books and records and, upon the Custodian&#146;s
receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian&#146;s books and records. </P></TD></TR></TABLE>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.7 <U>P<SMALL>ROXIES</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3.8 <U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>. Subject to the domestic securities or other
financial assets held in the United States being registered as provided in Section&nbsp;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, <FONT STYLE="white-space:nowrap">opt-out</FONT> notices and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">proof-of-claim</FONT></FONT> forms.
The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-6- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 4. <U>P<SMALL>ROVISIONS</SMALL> R<SMALL>ELATING</SMALL> <SMALL>TO</SMALL>
R<SMALL>ULES</SMALL> 17<SMALL>F</SMALL>-5 <SMALL>AND</SMALL> 17<SMALL>F</SMALL>-7</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 4.1.
<U>D<SMALL>EFINITIONS</SMALL></U><SMALL></SMALL>. As used in this Agreement, the following terms have the following meanings: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Country Risk</I></B>&#148; 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 country&#146;s 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Covered Foreign Country</I></B>&#148; 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Eligible Foreign
Custodian</I></B>&#148; has the meaning set forth in Section (a)(1) of Rule <FONT STYLE="white-space:nowrap">17f-5.</FONT> &#147;<B><I>Eligible Securities Depository</I></B>&#148; has the meaning set forth in section (b)(1) of Rule <FONT
STYLE="white-space:nowrap">17f-7.</FONT> &#147;<B><I>Foreign Assets</I></B>&#148; means, in relation to a Portfolio, any of the Portfolio&#146;s 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Foreign Custody Manager</I></B>&#148; has the meaning set forth in section (a)(3) of Rule
<FONT STYLE="white-space:nowrap">17f-5.</FONT> </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Foreign Securities System</I></B>&#148; means an Eligible Securities
Depository listed on Schedule B. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Rule <FONT STYLE="white-space:nowrap">17f-5</FONT></I></B>&#148; means Rule <FONT
STYLE="white-space:nowrap">17f-5</FONT> promulgated under the 1940 Act. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">&#147;<B><I>Rule
<FONT STYLE="white-space:nowrap">17f-7</FONT></I></B>&#148; means Rule <FONT STYLE="white-space:nowrap">17f-7</FONT> promulgated under the 1940 Act. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 4.2. <U>T<SMALL>HE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>AS</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL>
M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.1 <U>D<SMALL>ELEGATION</SMALL></U><SMALL></SMALL>. Each Fund, by
resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule <FONT STYLE="white-space:nowrap">17f-5,</FONT> the responsibilities set forth in this Section&nbsp;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&#146; 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-7- </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.2 <U>E<SMALL>XERCISE</SMALL> <SMALL>OF</SMALL> C<SMALL>ARE</SMALL>
<SMALL>AS</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL> M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.3 <U>F<SMALL>OREIGN</SMALL>
C<SMALL>USTODY</SMALL> A<SMALL>RRANGEMENTS</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.4 <U>S<SMALL>COPE</SMALL> <SMALL>OF</SMALL> D<SMALL>ELEGATED</SMALL> R<SMALL>ESPONSIBILITIES</SMALL></U><SMALL></SMALL>:
Subject to the provisions of this Section&nbsp;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)&nbsp;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 <FONT STYLE="white-space:nowrap">17f-5(c)(1)</FONT> and (b)&nbsp;the contract between the Foreign
Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule <FONT STYLE="white-space:nowrap">17f-5(c)(2).</FONT> The Foreign Custody Manager shall establish a system to monitor
(i)&nbsp;the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.5 <U>R<SMALL>EPORTING</SMALL> R<SMALL>EQUIREMENTS</SMALL></U><SMALL></SMALL>. The Foreign Custody Manager shall
(a)&nbsp;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 Fund&#146;s Board an amended Schedule A at the end of the calendar
quarter in which the action has occurred, and (b)&nbsp;after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section&nbsp;4.2, make a written report to the Board containing a
notification of the change. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-8- </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.6 <U>R<SMALL>EPRESENTATIONS</SMALL></U><SMALL></SMALL>. The Foreign Custody
Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule <FONT STYLE="white-space:nowrap">17f-5.</FONT> Each Fund represents to the Custodian that its Board has (a)&nbsp;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)&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">4.2.7
<U>T<SMALL>ERMINATION</SMALL> <SMALL>BY</SMALL> <SMALL>A</SMALL> P<SMALL>ORTFOLIO</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>AS</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL>
M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>. By giving at least 30 days&#146; 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 4.3 <U>M<SMALL>ONITORING</SMALL> <SMALL>OF</SMALL> E<SMALL>LIGIBLE</SMALL> S<SMALL>ECURITIES</SMALL>
D<SMALL>EPOSITORIES</SMALL></U><SMALL></SMALL>. The Custodian shall (a)&nbsp;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 <FONT STYLE="white-space:nowrap">17f-7</FONT> and (b)&nbsp;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 <FONT STYLE="white-space:nowrap">17f-7.</FONT> </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.
<U>A<SMALL>CTIVITIES</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>WITH</SMALL> R<SMALL>ESPECT</SMALL> <SMALL>TO</SMALL> P<SMALL>ROPERTY</SMALL> H<SMALL>ELD</SMALL> O<SMALL>UTSIDE</SMALL> <SMALL>THE</SMALL>
U<SMALL>NITED</SMALL> S<SMALL>TATES</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.1. <U>H<SMALL>OLDING</SMALL>
S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. 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
Custodian&#146;s 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)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.2. <U>R<SMALL>EGISTRATION</SMALL> <SMALL>OF</SMALL> F<SMALL>OREIGN</SMALL>
S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-9- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.3. <U>I<SMALL>NDEMNIFICATION</SMALL> <SMALL>BY</SMALL> E<SMALL>LIGIBLE</SMALL>
F<SMALL>OREIGN</SMALL> C<SMALL>USTODIANS</SMALL></U><SMALL></SMALL>. 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 Custodian&#146;s performance of its obligations. At a Fund&#146;s 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. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
5.4&nbsp;&nbsp; <U>B<SMALL>ANK</SMALL> A<SMALL>CCOUNTS</SMALL>.</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">5.4.1 <U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>.
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 &#147;on book&#148; 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 &#147;on book&#148; currency. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">5.4.2 <U>N<SMALL>ON</SMALL>-U.S.
B<SMALL>RANCH</SMALL> <SMALL>AND</SMALL> N<SMALL>ON</SMALL>-U.S. D<SMALL>OLLAR</SMALL> D<SMALL>EPOSITS</SMALL></U><SMALL></SMALL>. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any
deposit made at a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch of the Custodian or any deposit made with the Custodian and denominated in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency, if repayment of the deposit or
the use of assets denominated in the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency is prevented, prohibited or otherwise blocked due to (a)&nbsp;an act of war, insurrection or civil strife; (b)&nbsp;any action by a <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> 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)&nbsp;the closure of a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch in order to
prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-10- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.5. <U>C<SMALL>OLLECTION</SMALL> <SMALL>OF</SMALL>
I<SMALL>NCOME</SMALL></U><SMALL></SMALL>. 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 Custodian&#146;s 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 Custodian&#146;s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian&#146;s securities lending program shall be
credited as received. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.6. <U>T<SMALL>RANSACTIONS</SMALL> <SMALL>IN</SMALL> F<SMALL>OREIGN</SMALL>
C<SMALL>USTODY</SMALL> A<SMALL>CCOUNT</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">5.6.1 <U>D<SMALL>ELIVERY</SMALL>
O<SMALL>UT</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">5.6.2 <U>M<SMALL>ARKET</SMALL> C<SMALL>ONDITIONS</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">5.6.3 <U>S<SMALL>ETTLEMENT</SMALL> P<SMALL>RACTICES</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:10%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.7 <U>S<SMALL>HAREHOLDER</SMALL> <SMALL>OR</SMALL> B<SMALL>ONDHOLDER</SMALL>
R<SMALL>IGHTS</SMALL></U><SMALL></SMALL>. 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-11- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 5.8. <U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>. 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 Portfolio&#146;s 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, <FONT
STYLE="white-space:nowrap">opt-out</FONT> notices and proof- <FONT STYLE="white-space:nowrap">of-claim</FONT> forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the
Custodian. </P> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6.&nbsp;&nbsp;&nbsp;&nbsp; <U>F<SMALL>OREIGN</SMALL> E<SMALL>XCHANGE</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6.1. <U>G<SMALL>ENERALLY</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6.2. <U>F<SMALL>UND</SMALL>
E<SMALL>LECTIONS</SMALL></U><SMALL></SMALL>. 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 (&#147;<B><I>SSGM</I></B>&#148;), or with a <FONT STYLE="white-space:nowrap">sub-custodian.</FONT> 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 <FONT STYLE="white-space:nowrap">sub-custodian.</FONT> 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-12- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6.3. <U>F<SMALL>UND</SMALL>
A<SMALL>CKNOWLEDGEMENT</SMALL></U><SMALL></SMALL> 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 <FONT
STYLE="white-space:nowrap">sub-custodian,</FONT> SSGM and each such <FONT STYLE="white-space:nowrap">sub-</FONT> custodian: </P> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment
Advisor; </P></TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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 </P></TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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)&nbsp;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)&nbsp;as established by the <FONT STYLE="white-space:nowrap">sub-custodian</FONT> from time to time. </P></TD></TR></TABLE>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6.4. <U>T<SMALL>RANSACTIONS</SMALL> <SMALL>BY</SMALL> S<SMALL>TATE</SMALL>
S<SMALL>TREET</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
6A.&nbsp;&nbsp;&nbsp;&nbsp; <U>C<SMALL>ONTRACTUAL</SMALL> S<SMALL>ETTLEMENT</SMALL> S<SMALL>ERVICES</SMALL> (P<SMALL>URCHASE</SMALL>/S<SMALL>ALES</SMALL>)</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6A.1 <U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. The Custodian shall, in accordance with the terms set
out in this Section&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6A.2
<U>P<SMALL>ROVISION</SMALL> <SMALL>OF</SMALL> S<SMALL>ERVICES</SMALL></U><SMALL></SMALL>. The services described in Section&nbsp;6A.1 (the &#147;<B><I>Contractual Settlement Services</I></B>&#148;) 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6A.3 <U>P<SMALL>URCHASE</SMALL> C<SMALL>ONSIDERATION</SMALL></U><SMALL></SMALL>. 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-13- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6A.4 <U>S<SMALL>ALES</SMALL> <SMALL>AND</SMALL>
R<SMALL>EDEMPTIONS</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 6A.5. <U>R<SMALL>EVERSALS</SMALL> <SMALL>OF</SMALL>
P<SMALL>ROVISIONAL</SMALL> C<SMALL>REDITS</SMALL> <SMALL>OR</SMALL> D<SMALL>EBITS</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
7.&nbsp;&nbsp;&nbsp;&nbsp; <U>T<SMALL>AX</SMALL> S<SMALL>ERVICES</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">(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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">(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&nbsp;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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-14- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
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 Fund&#146;s 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">(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&nbsp;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. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 8.&nbsp;&nbsp;&nbsp;&nbsp;
<U>P<SMALL>AYMENTS</SMALL> <SMALL>FOR</SMALL> S<SMALL>ALES</SMALL> <SMALL>OR</SMALL> R<SMALL>EDEMPTIONS</SMALL> <SMALL>OF</SMALL> P<SMALL>ORTFOLIO</SMALL> I<SMALL>NTERESTS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 8.1 <U>P<SMALL>AYMENT</SMALL> <SMALL>FOR</SMALL> P<SMALL>ORTFOLIO</SMALL> I<SMALL>NTERESTS</SMALL>
I<SMALL>SSUED</SMALL></U><SMALL></SMALL>. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund&#146;s transfer agent (the &#147;<B><I>Transfer Agent</I></B>&#148;) 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 8.2 <U>P<SMALL>AYMENT</SMALL> <SMALL>FOR</SMALL> P<SMALL>ORTFOLIO</SMALL>
I<SMALL>NTERESTS</SMALL> R<SMALL>EDEEMED</SMALL></U><SMALL></SMALL>. 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 holder&#146;s 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. </P>
<P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 9.&nbsp;&nbsp;&nbsp;&nbsp; <U>P<SMALL>ROPER</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 9.1 <U>F<SMALL>ORM</SMALL> <SMALL>AND</SMALL> S<SMALL>ECURITY</SMALL>
P<SMALL>ROCEDURES</SMALL></U><SMALL></SMALL>. 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-15- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
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
Fund&#146;s failure to do so shall not affect the Custodian&#146;s authority to rely on the oral instructions. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9.2 <U>R<SMALL>ELIANCE</SMALL> <SMALL>ON</SMALL> O<SMALL>FFICER</SMALL>&#146;<SMALL>S</SMALL>
C<SMALL>ERTIFICATE</SMALL></U><SMALL></SMALL>. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer&#146;s 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9.3 <U>U<SMALL>NTIMELY</SMALL> P<SMALL>ROPER</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. 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 Custodian&#146;s 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. </P>
<P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 10.&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>CTIONS</SMALL> P<SMALL>ERMITTED</SMALL> W<SMALL>ITHOUT</SMALL>
E<SMALL>XPRESS</SMALL> A<SMALL>UTHORITY</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">The Custodian may in its discretion, without express authority from
the applicable Fund on behalf of each Portfolio: </P> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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; </P></TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Surrender securities or other financial assets in temporary form for securities or other financial assets in
definitive form; </P></TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
</P></TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">4)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In general, attend to all <FONT STYLE="white-space:nowrap">non-discretionary</FONT> 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. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-16- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="15%" VALIGN="top" ALIGN="left">S<SMALL>ECTION&nbsp;</SMALL>11.<U></U></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>D<SMALL>UTIES</SMALL> <SMALL>OF</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>WITH</SMALL> R<SMALL>ESPECT</SMALL>
<SMALL>TO</SMALL> <SMALL>THE</SMALL> B<SMALL>OOKS</SMALL> <SMALL>OF</SMALL> A<SMALL>CCOUNT</SMALL> <SMALL>AND</SMALL> C<SMALL>ALCULATION</SMALL> <SMALL>OF</SMALL> N<SMALL>ET</SMALL> A<SMALL>SSET</SMALL> V<SMALL>ALUE</SMALL> <SMALL>AND</SMALL>
N<SMALL>ET</SMALL> I<SMALL>NCOME</SMALL></U><SMALL></SMALL>. </P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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 Fund&#146;s currently effective prospectus (&#147;<B><I>Prospectus</I></B>&#148;) 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&nbsp;11 and in Section&nbsp;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. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 12.&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ECORDS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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&nbsp;31 thereof and Rules <FONT STYLE="white-space:nowrap">31a-1</FONT> and <FONT STYLE="white-space:nowrap">31a-2</FONT>
thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of
the SEC. The Custodian shall, at the Fund&#146;s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such tabulations. 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 Custodian&#146;s personnel as witnesses, the
Fund agrees to pay the Custodian for the Custodian&#146;s time and expenses, as well as the fees and expenses of the Custodian&#146;s counsel, incurred in responding to such request, order or requirement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-17- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 13.&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>UND</SMALL>&#146;<SMALL>S</SMALL>
I<SMALL>NDEPENDENT</SMALL> A<SMALL>CCOUNTANTS</SMALL>; R<SMALL>EPORTS</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
13.1 <U>O<SMALL>PINIONS</SMALL></U><SMALL></SMALL>. 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 Fund&#146;s independent
accountants with respect to its activities hereunder in connection with the preparation of the Fund&#146;s Form <FONT STYLE="white-space:nowrap">N-1A</FONT> or Form <FONT STYLE="white-space:nowrap">N-2,</FONT> as applicable, and Form <FONT
STYLE="white-space:nowrap">N-SAR</FONT> or other annual reports to the SEC and with respect to any other requirements thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 13.2 <U>R<SMALL>EPORTS</SMALL></U><SMALL></SMALL>. Upon reasonable request of a Fund, the Custodian
shall provide the Fund with a copy of the Custodian&#146;s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, <I>Reporting on Controls at a Service Organization </I>(formerly Statement on
Standards for Attestation Engagements (SSAE) No.&nbsp;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 <FONT STYLE="white-space:nowrap">38a-1</FONT> of the 1940 Act or similar legal and regulatory requirements. </P> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
14.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>USTODIAN</SMALL>&#146;<SMALL>S</SMALL> S<SMALL>TANDARD</SMALL> <SMALL>OF</SMALL> C<SMALL>ARE</SMALL>; E<SMALL>XCULPATION</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.1 <U>S<SMALL>TANDARD</SMALL> <SMALL>OF</SMALL> C<SMALL>ARE</SMALL>.</U> 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.2 <U>R<SMALL>ELIANCE</SMALL> <SMALL>ON</SMALL> P<SMALL>ROPER</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.3 <U>O<SMALL>THER</SMALL>
R<SMALL>ELIANCE</SMALL></U><SMALL></SMALL>. 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 Custodian&#146;s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian&#146;s
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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-18- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.4 <U>L<SMALL>IABILITY</SMALL> <SMALL>FOR</SMALL> F<SMALL>OREIGN</SMALL>
C<SMALL>USTODIANS</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.5 <U>I<SMALL>NSOLVENCY</SMALL> A<SMALL>ND</SMALL> C<SMALL>OUNTRY</SMALL> R<SMALL>ISK</SMALL></U><SMALL></SMALL>. The
Custodian shall in no event be liable for (a)&nbsp;the insolvency of any Eligible Foreign Custodian, (b)&nbsp;the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an &#147;on book&#148;
currency, or (c)&nbsp;any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.6 <U>F<SMALL>ORCE</SMALL> M<SMALL>AJEURE</SMALL> <SMALL>AND</SMALL> T<SMALL>HIRD</SMALL> P<SMALL>ARTY</SMALL>
A<SMALL>CTIONS</SMALL></U><SMALL></SMALL>. The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a)&nbsp;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)&nbsp;errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian;
(c)&nbsp;the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic <FONT STYLE="white-space:nowrap">sub-custodian</FONT> designated pursuant to Section&nbsp;2.2; (d) the
failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian&#146;s operational policies and procedures; (e)&nbsp;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 Custodian&#146;s <FONT STYLE="white-space:nowrap">sub-custodian</FONT> 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)&nbsp;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 Custodian&#146;s <FONT STYLE="white-space:nowrap">sub-custodians,</FONT> nominees or agents including <FONT STYLE="white-space:nowrap">non-receipt</FONT> of bonus, dividends and rights and other
accretions or benefits; (g)&nbsp;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)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.7 <U>I<SMALL>NDIRECT</SMALL>/S<SMALL>PECIAL</SMALL>/C<SMALL>ONSEQUENTIAL</SMALL> D<SMALL>AMAGES</SMALL></U><SMALL></SMALL>.
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&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-19- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.8 <U>D<SMALL>ELIVERY</SMALL> <SMALL>OF</SMALL>
P<SMALL>ROPERTY</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.9 <U>N<SMALL>O</SMALL> I<SMALL>NVESTMENT</SMALL> A<SMALL>DVICE</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.10 <U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>. 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)&nbsp;the Custodian or the Eligible Foreign Custodian is in actual possession of such foreign
securities or other financial assets, (b)&nbsp;the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c)&nbsp;both of the conditions referred to in the foregoing clauses (a) and (b)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.11 <U>L<SMALL>OANED</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">14.12 <U>T<SMALL>RADE</SMALL> C<SMALL>OUNTERPARTIES</SMALL></U><SMALL></SMALL>. A Fund&#146;s 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 Fund&#146;s sole
risk, and the Custodian shall not be obligated to make demands on the Fund&#146;s behalf if the Fund&#146;s counterparty defaults. If a Fund&#146;s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its
sole responsibility, notify the Fund&#146;s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-20- </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 15.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMPENSATION</SMALL>
<SMALL>AND</SMALL> I<SMALL>NDEMNIFICATION</SMALL> <SMALL>OF</SMALL> C<SMALL>USTODIAN</SMALL>; S<SMALL>ECURITY</SMALL> I<SMALL>NTEREST</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>. 15.1 <U>C<SMALL>OMPENSATION</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 15.2 <U>I<SMALL>NDEMNIFICATION</SMALL></U><SMALL></SMALL>. 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)&nbsp;the Custodian&#146;s compliance with Proper Instructions and (b)&nbsp;in connection with the provision of services to a Fund pursuant to Section&nbsp;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 Custodian&#146;s request such
further indemnification in an amount and form satisfactory to the Custodian. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 15.3
<U>S<SMALL>ECURITY</SMALL> I<SMALL>NTEREST</SMALL></U><SMALL></SMALL>. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund&#146;s 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 Fund&#146;s
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 nominee&#146;s own negligence, as well as the Fund&#146;s obligation to compensate the Custodian pursuant to Section&nbsp;15.1 or indemnify the Custodian pursuant to
Section&nbsp;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 Portfolio&#146;s 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 Fund&#146;s payment or reimbursement obligations, whether contingent or otherwise. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-21- </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 16.&nbsp;&nbsp;&nbsp;&nbsp;<U>E<SMALL>FFECTIVE</SMALL>
P<SMALL>ERIOD</SMALL> <SMALL>AND</SMALL> T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">SECTION 16.1
<U>T<SMALL>ERM</SMALL></U><SMALL></SMALL>. This Agreement shall remain in full force and effect for an initial term ending five (5)&nbsp;years from the date hereof. After the expiration of the Initial Term, this Agreement shall automatically renew
for successive <FONT STYLE="white-space:nowrap">one-year</FONT> terms unless a written notice of <FONT STYLE="white-space:nowrap">non-renewal</FONT> is delivered by the <FONT STYLE="white-space:nowrap">non-renewing</FONT> party no later than ninety
(90)&nbsp;days prior to the expiration of the initial term or any renewal term, as the case may be. A written notice of <FONT STYLE="white-space:nowrap">non-</FONT> renewal may be given as to a Fund or a Portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 16.2 <U>T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. Either party may terminate this Agreement as to
a Fund or a Portfolio: (a)&nbsp;in the event of the other party&#146;s 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 <FONT STYLE="white-space:nowrap">non-breaching</FONT> party, within 120 days&#146; written notice being given by the <FONT STYLE="white-space:nowrap">non-</FONT> breaching party of the breach, or (b)&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 16.3 <U>P<SMALL>AYMENTS</SMALL>
O<SMALL>WING</SMALL> <SMALL>TO</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. Upon termination of this Agreement pursuant to Section&nbsp;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 Fund&#146;s or Portfolio&#146;s cash and its
securities and other financial assets as set forth in Section&nbsp;17. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 16.4
<U>E<SMALL>FFECT</SMALL> <SMALL>OF</SMALL> T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. 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&nbsp;3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17
of this Agreement shall survive termination of this Agreement. </P> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
17.&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>UCCESSOR</SMALL> C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
17.1 <U>S<SMALL>UCCESSOR</SMALL> A<SMALL>PPOINTED</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 17.2 <U>N<SMALL>O</SMALL> S<SMALL>UCCESSOR</SMALL> A<SMALL>PPOINTED</SMALL></U><SMALL></SMALL>. 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-22- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 17.3 <U>N<SMALL>O</SMALL> S<SMALL>UCCESSOR</SMALL>
A<SMALL>PPOINTED</SMALL> <SMALL>AND</SMALL> N<SMALL>O</SMALL> P<SMALL>ROPERTY</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. 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 &#147;bank&#148; 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 17.4 <U>R<SMALL>EMAINING</SMALL> P<SMALL>ROPERTY</SMALL></U><SMALL></SMALL>. 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 <FONT STYLE="white-space:nowrap">agreed-to</FONT> 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 17.5 <U>R<SMALL>ESERVES</SMALL></U><SMALL></SMALL>. Notwithstanding the foregoing provisions of this
Section&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 18.
<U>R<SMALL>EMOTE</SMALL> A<SMALL>CCESS</SMALL> S<SMALL>ERVICES</SMALL> A<SMALL>DDENDUM</SMALL></U><SMALL></SMALL>. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 19. <U>L<SMALL>OAN</SMALL> S<SMALL>ERVICES</SMALL> A<SMALL>DDENDUM</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>
20.&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.1
<U>G<SMALL>OVERNING</SMALL> L<SMALL>AW</SMALL></U><SMALL></SMALL>. 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-23- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
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. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.2 [R<SMALL>ESERVED</SMALL>] </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.3 <U>P<SMALL>RIOR</SMALL> A<SMALL>GREEMENTS</SMALL>; A<SMALL>MENDMENTS</SMALL></U><SMALL></SMALL>.
This Agreement supersedes all prior agreements between each Fund on behalf of each of the Fund&#146;s Portfolios and the Custodian relating to the custody of the Fund&#146;s assets. This Agreement may be amended at any time in writing by mutual
agreement of the parties hereto. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.4 <U>A<SMALL>SSIGNMENT</SMALL></U><SMALL></SMALL>. This
Agreement may not be assigned by (a)&nbsp;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 <FONT STYLE="white-space:nowrap">non-custodial</FONT>
obligations under this Agreement without the consent of any Fund;<U> provided, however</U>, 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.5 <U>I<SMALL>NTERPRETIVE</SMALL> <SMALL>AND</SMALL> A<SMALL>DDITIONAL</SMALL>
P<SMALL>ROVISIONS</SMALL>.</U> 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 Fund&#146;s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this
Agreement. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.6 <U>A<SMALL>DDITIONAL</SMALL> F<SMALL>UNDS</SMALL> <SMALL>AND</SMALL>
P<SMALL>ORTFOLIOS</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">20.6.1 <U>A<SMALL>DDITIONAL</SMALL> F<SMALL>UND</SMALL></U><SMALL></SMALL>.
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&nbsp;20.7 below. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">20.6.2 <U>A<SMALL>DDITIONAL</SMALL> P<SMALL>ORTFOLIO</SMALL></U><SMALL></SMALL>. 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-24- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.7 <U>T<SMALL>HE</SMALL> P<SMALL>ARTIES</SMALL>;
R<SMALL>EPRESENTATIONS</SMALL> <SMALL>AND</SMALL> W<SMALL>ARRANTIES</SMALL></U><SMALL></SMALL>. All references in this Agreement to the &#147;Fund&#148; 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&nbsp;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 &#147;Portfolio&#148; are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to &#147;the parties&#148; shall mean the Custodian and such other individual Fund as
to which the matter pertains. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">20.7.1 <U>F<SMALL>UND</SMALL> R<SMALL>EPRESENTATIONS</SMALL> <SMALL>AND</SMALL>
WARRANTIES</U>. Each Fund hereby represents and warrants that (a)&nbsp;it is duly organized and validly existing in good standing in its jurisdiction of organization; (b)&nbsp;it has the requisite power and authority under applicable law and its
organic record to enter into and perform this Agreement; (c)&nbsp;all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d)&nbsp;no legal or administrative proceedings have been instituted or threatened
which would materially impair the Fund&#146;s ability to perform its duties and obligations under this Agreement; and (e)&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">20.7.2 <U>C<SMALL>USTODIAN</SMALL>
R<SMALL>EPRESENTATIONS</SMALL> <SMALL>AND</SMALL> W<SMALL>ARRANTIES</SMALL></U><SMALL></SMALL>. The Custodian hereby represents and warrants that (a)&nbsp;it is a trust company, duly organized and validly existing under the laws of the Commonwealth
of Massachusetts; (b)&nbsp;it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c)&nbsp;all requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
(d)&nbsp;no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian&#146;s ability to perform its duties and obligations under this Agreement; and (e)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.8 <U>N<SMALL>OTICES</SMALL></U><SMALL></SMALL>. 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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="22%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="77%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:0.60em; font-size:10pt; font-family:Times New Roman">To&nbsp;any&nbsp;Fund:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">c/o N<SMALL>UVEEN</SMALL> I<SMALL>NVESTMENTS</SMALL></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">333 West Wacker Drive</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Chicago, Illinois&nbsp;60606</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attention: Stephen Foy</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Telephone: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">312-917-7956</FONT></FONT></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-25- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="22%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="77%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:0.60em; font-size:10pt; font-family:Times New Roman">To&nbsp;the&nbsp;Custodian:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL> C<SMALL>OMPANY</SMALL></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">One Lincoln Street</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Boston, MA
02111</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Attention: Louis Abruzzi</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Telephone: <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">617-662-0300</FONT></FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:0.60em; font-size:10pt; font-family:Times New Roman">with a copy to:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL> C<SMALL>OMPANY</SMALL></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Legal Division &#150; Global Services Americas</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">One Lincoln Street</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Boston, MA 02111</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attention: Senior Vice President and Senior Managing Counsel</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.9 <U>C<SMALL>OUNTERPARTS</SMALL></U><SMALL></SMALL>. 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<I>. </I>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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.10 <U>S<SMALL>EVERABILITY</SMALL>; N<SMALL>O</SMALL> W<SMALL>AIVER</SMALL></U><SMALL></SMALL>. 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.11 <U>C<SMALL>ONFIDENTIALITY</SMALL></U><SMALL></SMALL>. All information provided under this
Agreement by a party (the &#147;Disclosing Party&#148;) to the other party (the &#147;Receiving Party&#148;) regarding the Disclosing Party&#146;s business and operations shall be treated as confidential. Subject to Section&nbsp;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 Party&#146;s 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)&nbsp;that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement,
(b)&nbsp;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)&nbsp;that is disclosed to comply with any legal or regulatory proceeding,
investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d)&nbsp;that is disclosed as required by operation of law or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-26- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
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)&nbsp;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<I>.</I> </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.12 <U>U<SMALL>SE</SMALL> <SMALL>OF</SMALL>
D<SMALL>ATA</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(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&nbsp;20.12 includes each of its parent company, branches and affiliates (&#147;<B><I>Affiliates</I></B>&#148;)) 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)&nbsp;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)&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(b) Subject to paragraph (c)&nbsp;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 (&#147;<B><I>Data</I></B>&#148;) 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)&nbsp;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 Custodian&#146;s 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(c) Except as expressly contemplated
by this Agreement, nothing in this Section&nbsp;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&nbsp;20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.13 <U>D<SMALL>ATA</SMALL> P<SMALL>RIVACY</SMALL>.</U> The Custodian will implement and maintain a
written information security program that contains appropriate security measures to safeguard the personal information of the Funds&#146; shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or
otherwise accesses in connection with the provision of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-27- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
services hereunder. The term, &#147;<B><I>personal information</I></B>&#148;, as used in this Section, means (a)&nbsp;an individual&#146;s name (first initial and last name or first name and last
name), address or telephone number <U>plus</U> (i)&nbsp;Social Security number, (ii)&nbsp;driver&#146;s license number, (iii)&nbsp;state identification card number, (iv)&nbsp;debit or credit card number, (v)&nbsp;financial account number or
(vi)&nbsp;personal identification number or password that would permit access to a person&#146;s account, or (b)&nbsp;any combination of any of the foregoing that would allow a person to log onto or access an individual&#146;s 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.14 <U>R<SMALL>EPRODUCTION</SMALL> <SMALL>OF</SMALL> D<SMALL>OCUMENTS</SMALL></U><SMALL></SMALL>.
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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.15 <U>R<SMALL>EGULATION</SMALL> G<SMALL>G</SMALL></U><SMALL></SMALL>. Each Fund represents and
warrants that it does not engage in an &#147;Internet gambling business,&#148; as such term is defined in Section&nbsp;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 &#147;restricted transactions,&#148; as such term is defined in Section&nbsp;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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.16 <U>S<SMALL>HAREHOLDER</SMALL>
C<SMALL>OMMUNICATIONS</SMALL> E<SMALL>LECTION</SMALL></U><SMALL></SMALL>. SEC Rule <FONT STYLE="white-space:nowrap">14b-2</FONT> 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 Fund&#146;s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund
tells the Custodian &#147;no,&#148; the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian &#147;yes&#148; or does not check either &#147;yes&#148; or &#147;no&#148; 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 Fund&#146;s protection, the Rule, as applicable, prohibits the
requesting company from using the Fund&#146;s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="91%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">YES&nbsp;&nbsp;&#9744;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Custodian is authorized to release the Fund&#146;s name, address, and share positions.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NO&nbsp;&nbsp;&#9746;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Custodian is not authorized to release the Fund&#146;s name, address, and share positions.</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 20.17 <U>L<SMALL>IMITATION</SMALL> <SMALL>OF</SMALL>
L<SMALL>IABILITY</SMALL></U><SMALL></SMALL>. To the extent that a Fund&#146;s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, this Agreement is executed on behalf of such Fund by the Fund&#146;s officers as
officers and not individually. The obligations imposed upon the applicable Fund by this Agreement are not binding upon any of such Fund&#146;s Trustees, officers or shareholders individually but are binding only upon the assets and property of the
Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-28- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>S<SMALL>IGNATURE</SMALL> P<SMALL>AGE</SMALL> </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>IN WITNESS WHEREOF</B>, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>SET FORTH ON APPENDIX A HERETO </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Stephen D. Foy</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Stephen D. Foy</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Vice President and Fund Controller</TD></TR></TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>STATE STREET BANK AND
TRUST COMPANY </B></P>
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<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Gunjan Kedia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Gunjan Kedia</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Executive Vice President</TD></TR>
</TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>APPENDIX A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>TO </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>MA<SMALL>STER</SMALL> C<SMALL>USTODIAN</SMALL> AG<SMALL>REEMENT</SMALL> </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>NUVEEN <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> MANAGEMENT INVESTMENT COMPANIES</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Diversified Real Asset Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Dow 30 <SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> Enhanced Premium&nbsp;&amp; Income Fund Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Dow 30<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> Premium&nbsp;&amp; Dividend Income Fund Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">NASDAQ Premium Income&nbsp;&amp; Growth Fund Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen All Cap Energy MLP Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Arizona Premium Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Build America Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Build America Bond Opportunity Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">California <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Income Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">California Dividend Advantage Municipal Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">California Dividend Advantage Municipal Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California Dividend Advantage Municipal Fund 3 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California Municipal Value Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California Municipal Value Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Connecticut Premium Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Core Equity Alpha Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Credit Strategies Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Diversified Currency Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Diversified Dividend and Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Advantage Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Advantage Municipal Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Advantage Municipal Fund 3 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Advantage Municipal Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Dow 30 Dynamic Overwrite Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Energy MLP Total Return Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Enhanced Municipal Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Equity Premium Advantage Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Equity Premium and Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Equity Premium Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Equity Premium Opportunity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Flexible Investment Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Floating Rate Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Floating Rate Income Opportunity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Georgia Dividend Advantage Municipal Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global High Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global Income Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global Equity Income Fund <I>f/k/a </I>Nuveen Global Value Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen High Income 2020 Target Term Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Intermediate Duration Municipal Term Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Intermediate Duration Quality Municipal Term Fund </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><FONT
STYLE="white-space:nowrap">D-1</FONT> </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Investment Quality Municipal Fund, Inc. Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Maryland Premium Income Municipal Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Massachusetts Premium Income Municipal Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Michigan Quality Income Municipal Fund Nuveen </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Minnesota Municipal Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Missouri Premium Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Mortgage Opportunity Term Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Mortgage Opportunity Term Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Advantage Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal High Income Opportunity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Income Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Market Opportunity Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Opportunity Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Value Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Multi-Market Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NASDAQ 100 Dynamic Overwrite Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Dividend Advantage Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Dividend Advantage Municipal Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Investment Quality Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Municipal Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Premium Income Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Dividend Advantage Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Dividend Advantage Municipal Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Municipal Value Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Municipal Value Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Performance Plus Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen North Carolina Premium Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Ohio Quality Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Pennsylvania Investment Quality Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Pennsylvania Municipal Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Performance Plus Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Preferred and Income Term Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Preferred Income Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Premier Municipal Income Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Premium Income Municipal Fund 2, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Premium Income Municipal Fund 4, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Premium Income Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Quality Income Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Quality Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Quality Preferred Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Quality Preferred Income Fund 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Quality Preferred Income Fund 3 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Real Asset Income and Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Real Estate Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Select Maturities Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Select Quality Municipal Fund, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 2 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Senior Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Short Duration Credit Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Dividend Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Total Return Strategy Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Technology Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Texas Quality Income Municipal Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Virginia Premium Income Municipal Fund </P>
<P STYLE="margin-top:20pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>NUVEEN <FONT STYLE="white-space:nowrap">OPEN-END</FONT> MANAGEMENT INVESTMENT COMPANIES</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MUNICIPAL TRUST</U>, on behalf of: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Intermediate Duration Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">All-American</FONT> Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Limited Term Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen High Yield Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Inflation Protected Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Short Duration High Yield Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Strategic Municipal Opportunities Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MULTISTATE TRUST I</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Arizona Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Colorado Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Maryland Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Mexico Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Pennsylvania Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Virginia Municipal Bond Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MULTISTATE TRUST II</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California High Yield Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen California Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Connecticut Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Massachusetts Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New Jersey Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen New York Municipal Bond Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MULTISTATE TRUST III</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Georgia Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Louisiana Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen North Carolina Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tennessee Municipal Bond Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MULTISTATE TRUST IV</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Kansas Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Kentucky Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Michigan Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Missouri Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Ohio Municipal Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Wisconsin Municipal Bond Fund </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN INVESTMENT TRUST</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Concentrated Core Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Core Dividend Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen
Equity Market Neutral Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global Total Return Bond Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Large Cap Core Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Large Cap Core Plus Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Large Cap Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Large Cap Value Fund <I>(f/k/a Nuveen Multi-Manager <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Value Fund)</I> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ Global Equity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ Global Equity Income Fund <I>(f/k/a Nuveen NWQ Equity Income Fund)</I> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Multi-Cap</FONT> Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Small-Cap</FONT> Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ <FONT STYLE="white-space:nowrap">Small/Mid-Cap</FONT> Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tradewinds Value Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen U.S. Infrastructure Income Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN INVESTMENT TRUST II</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Equity Long/Short Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global Growth Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen
Growth Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen International Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Santa Barbara Dividend Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Santa Barbara Global Dividend Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Santa Barbara International Dividend Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Dynamic Equity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony International Equity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Growth Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Low Volatility Equity Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony <FONT STYLE="white-space:nowrap">Mid-Cap</FONT> Core Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Small Cap Core Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tradewinds Emerging Markets Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tradewinds Global <FONT STYLE="white-space:nowrap">All-Cap</FONT> Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tradewinds International Value Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Tradewinds Japan Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Winslow <FONT STYLE="white-space:nowrap">Large-Cap</FONT> Growth Fund </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN INVESTMENT TRUST III</U>, on behalf of: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Credit Opportunities Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Dynamic Credit Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony Floating Rate Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Symphony High Yield Bond Fund </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN INVESTMENT TRUST V</U>, on behalf of: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Gresham Diversified Commodity Strategy Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Gresham Long/Short Commodity Strategy Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen NWQ Flexible Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Preferred Securities Fund </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST</U>, on behalf of </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Enhanced Multi-Strategy Income Managed Accounts Portfolio </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Municipal Total Return Managed Accounts Portfolio </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>NUVEEN INVESTMENT FUNDS, INC.</U>, on behalf of </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Global Infrastructure Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen Real Asset Income Fund </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Nuveen International Select Fund </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>LOAN SERVICES ADDENDUM</U> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TO MASTER CUSTODIAN AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">ADDENDUM to that certain Master Custodian Agreement (the &#147;<B><I>Custodian Agreement</I></B>&#148;) by and among each fund
(a &#147;<B><I>Fund</I></B>&#148;) identified on Appendix A thereto or made subject thereto pursuant to Section&nbsp;20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the
&#147;<B><I>Custodian</I></B>&#148;). As used in this Addendum, the term &#147;<B><I>Fund</I></B>&#148;, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">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, &#147;<B><I>Loans</I></B>&#148;), made or acquired by a Fund on behalf of one or more of its Portfolios. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 1. <U>P<SMALL>AYMENT</SMALL> C<SMALL>USTODY</SMALL></U><SMALL></SMALL>. 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, </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(a) the Fund will cause the Custodian to be named as the Fund&#146;s 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 </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 2.<U> M<SMALL>ONITORING</SMALL></U><SMALL></SMALL>. If a Fund wishes the Custodian to monitor payments on and forward
notices relating to a Loan, </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(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, &#147;<B><I>Loan Information</I></B>&#148;) and in such form and format as the Custodian may reasonably request; and </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(b) the Custodian will (i)&nbsp;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)&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">i </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3. <U>E<SMALL>XCULPATION</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL>
C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(a)<I> Payment Custody and Monitoring. </I>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)&nbsp;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)&nbsp;update its
records on the basis of such information or notices as may from time to time be received by the Custodian. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(b)<I> Any
Service</I>. The Custodian will have no obligation to (i)&nbsp;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)&nbsp;ensure that the Fund&#146;s
acquisition of the Loan has been authorized by the Fund, (iii)&nbsp;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)&nbsp;become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; text-indent:5%; font-size:10pt; font-family:Times New Roman">(c) <I>Miscellaneous</I>. 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 Custodian&#146;s 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>FUNDS TRANSFER ADDENDUM </I></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="49%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><U>OPERATING GUIDELINES</U></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><B>[STATE STREET LOGO]</B></TD></TR>
</TABLE> <P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.&nbsp;<B>OBLIGATION OF THE SENDER</B>: State Street is authorized to promptly debit Client&#146;s 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 Client&#146;s 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.&nbsp;<B>SECURITY PROCEDURE</B>: 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 Client&#146;s authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.&nbsp;<B>ACCOUNT NUMBERS: </B>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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4.&nbsp;<B>REJECTION: </B>State Street reserves the right to decline to process or delay the processing of a payment order which (a)&nbsp;is in excess of the
collected balance in the account to be charged at the time of State Street&#146;s receipt of such payment order; (b)&nbsp;if initiating such payment order would cause State Street, in State Street&#146;s 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)&nbsp;if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.&nbsp;<B>CANCELLATION OR AMENDMENT</B>: 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6.&nbsp;<B>ERRORS: </B>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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.&nbsp;<B>INTEREST AND LIABILITY LIMITS</B>: 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)&nbsp;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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8.&nbsp;<B>AUTOMATED CLEARING HOUSE (&#147;ACH&#148;) CREDIT ENTRIES/PROVISIONAL PAYMENTS</B>: 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">9.&nbsp;<B>CONFIRMATION STATEMENTS: </B>Confirmation of State Street&#146;s execution of payment orders
shall ordinarily be provided within 24 hours. Notice may be delivered through State Street&#146;s proprietary information systems, such as, but not limited to Horizon </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">
and GlobalQuest<SUB STYLE="font-size:85%; vertical-align:bottom"><SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>, account statements, advices, or by facsimile or callback. The Client
must report any objections to the execution of a payment order within 30 days. </SUB></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>FUNDS TRANSFER ADDENDUM </I></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>[STATE STREET LOGO] </B></P>
<P STYLE="margin-top:8pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">10.&nbsp;<B>LIABILITY ON FOREIGN ACCOUNTS: </B>State Street shall not be required to repay any deposit made at a
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch of State Street, or any deposit made with State Street and denominated in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency, if repayment of such deposit or the use of assets
denominated in the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency is prevented, prohibited or otherwise blocked due to: (a)&nbsp;an act of war, insurrection or civil strife; (b)&nbsp;any action by a
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> 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 <FONT STYLE="white-space:nowrap">non-U.S.</FONT> 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.
</P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section&nbsp;36. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">While State Street is not obligated to repay any deposit made at a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch or any deposit
denominated in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> 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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">11.&nbsp;<B>MISCELLANEOUS: </B>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. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>[Logo]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


<IMG SRC="g47790g0617082700496.jpg" ALT="LOGO">
 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FUNDS TRANSFER AND TRANSACTION ORIGINATION SECURITY SELECTION FORM </B></P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>Client or Agent Name:</B>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (hereafter referred to as the &#147;Company&#148;) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>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. </B></P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B><U>Appendix A: Securities Procedure Selection Form</U> </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>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. </B></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><B><I>1)</I></B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B><I>Please select one or more of the delivery method options indicated below by checking the applicable
boxes: </I></B></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="98%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the
following delivery methods:</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>None.&nbsp;Messages are deemed to be
self-authenticating, and any message received will be relied upon as an authenticated instruction.</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;SWIFT </B>(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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;iPayBenefits </B>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 + &#147;security map&#148;).</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Enabled Encryption. Messages are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.</B></P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Data Communication - Message Queuing </B>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.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Encryption must be enabled. All information communicated via this method is authorized by the Company.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve
them.</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Connect:Direct </B>is a data transfer product<B>.
Secure+ </B>is a product <FONT STYLE="white-space:nowrap">add-on</FONT> 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). <B>Secure+ </B>is required.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
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<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Secure</B><B></B><B> Email</B><B></B><B> &#147;Send</B><B></B><B> Secure&#148;</B><B></B><B> Feature</B><B></B><B> Available</B><B></B><B>
in</B><B></B><B> Outlook</B><B></B><B> with</B><B></B><B> Verification</B><B></B> 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 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">point-to-point</FONT></FONT> encryption at the desktop.</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Secure Transport (Individual) </B>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.</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:8pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve
them.</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Secure Transport (Client) </B>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.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined
authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:8pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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 <FONT STYLE="white-space:nowrap">one-time</FONT> password, or digital certificate.</B></P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;iDeliver/iReports - Document Upload </B>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 <FONT STYLE="white-space:nowrap">ad-hoc)</FONT> for distribution using one or more of the supported delivery channels.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers. Multi-factor authentication must be established.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Trust Interface Facility </B>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 <FONT STYLE="white-space:nowrap">two-party</FONT> wires, check requests, interbank transfers, ACH, and direct movements within SEI.</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers. Multi- factor authentication
must be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Global Office (vendor application: front end to Global Plus) </B>Access through dedicated circuit, a multi-currency accounting system that
delivers automation and straight thru processing.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required:
Predetermined authorizers. Multi -factor authentication must be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;State Street Cash Manager and State Street Springboard
Cash Manager Global Funds Transfer (GFT) </B>represent State Street&#146;s proprietary <FONT STYLE="white-space:nowrap">web-based</FONT> system that enables clients to originate and electronically transmit authenticated repetitive and <FONT
STYLE="white-space:nowrap">non-</FONT> repetitive Fed wires, CHIPS, internal book transfers, drawdowns, and international payments to State Street. Any activity initiated by the Client&#146;s use of either Cash Manager access point shall constitute
an Instruction to State Street in accordance with the terms of the Client&#146;s 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 <FONT STYLE="white-space:nowrap">web-based</FONT> 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.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Instruct</B><B></B> is a State Street <FONT STYLE="white-space:nowrap">web-based</FONT> 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.</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers. Multi-factor authentication must
be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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.</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Facsimile </B>The faxing of information between the Company and State Street.</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Sophisticated Test Key or Telephone Confirmation
(Callback); Predetermined authorizers; Standing Instructions.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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).</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Expense Manager </B>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.</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers. Multi- factor authentication
must be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Cash Flow Module (eCFM) </B>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.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required: Predetermined authorizers;
Standing Instructions; Private Edge Services additionally require Telephone Confirmation (Callback) for clients not using ASG.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security Controls required for the following delivery methods:</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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.</B></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Email with Enforced Transport Layer Security (TLS)
</B>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 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">point-to-point</FONT></FONT> encryption. State Street Enforced TLS requires third
party trust and prohibits the use of self-signed digital certificates.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Security
Controls required: Predetermined authorizers; Telephone Confirmation (Callback).</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Appendix A: Securities Procedure Selection Form</U> </B></P>
<P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B><I>2)</I></B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B><I>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: </I></B></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Telephone</B><B></B><B> Confirmation</B><B></B><B> (Callback)</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 Company&#146;s
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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B></B>&#9744;<B></B><B>&nbsp;Callback with SecurID<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP></B></P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SecurID<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> is a <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">state-of-the-art</FONT></FONT></FONT> 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<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> provides a more stringent security procedure for authenticating funds transfer requests, which substantially reduces
the possibility of a fraudulent transaction.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Test Key</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Sophisticated Test Key</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Standing Instructions</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Standing or Procedural Instructions may be used. For example: where funds are transferred to a broker on the Company&#146;s 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<B>, </B>the execution of the Standing Instruction will be confirmed by telephone (person different than original initiator) prior to execution.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Repetitive Wires</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Individual Instruction</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone confirmation is used to establish this process. An individual instruction is a <FONT STYLE="white-space:nowrap">non-recurring</FONT> request. If the
payment order exceeds US $10,000,000 or local currency equivalent<B>, </B>the instruction will be confirmed by telephone (person different than the original initiator) prior to execution.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>Secure Email Confirmation</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Confirmation via secure email that instructions were received and executed.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Predetermined Authorizers</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;<B>&nbsp;Blue Sky Standing Instructions via Limited Power of
Attorney</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">State Street employees holding the titles of Officer, Blue Sky Manager
or Senior Blue Sky Administrator (&#147;State Street&#146;s Blue Sky Personnel&#148;) shall have the authority to act on behalf of a client&#146;s 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.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Selection of Security Control(s) and Authorization of Company</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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 <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (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. </B></P> <P STYLE="margin-top:20pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Contingency
Security Authorization</U> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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 verifier&#146;s signature will be required in addition to an approved and documented method of client contact. </B></P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Signed on behalf of Client or Agent:<U></U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Name&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Title&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Authorized&nbsp;Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Name</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Title</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Authorized Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Client or Agent Name:
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;</U> (hereafter referred to as the &#147;Company&#148;) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>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. </B></P> <P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Appendix B: Funds Transfer Initiators and Verifiers
List</U> </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#9744;&nbsp;Hereby enclosed an Authorized Signature List - a listing of our staff members authorized to <B>Initiate </B>or <B>Verify
</B>payment orders to State Street and to set up repetitive wires. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>(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). </I></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">We do not publish an Authorized Signature List. The authorized <B>Initiator(s) </B>and <B>Verifier(s) </B>are
as follows: </P></TD></TR></TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Authorized Initiator(s): </B>(Please Type or Print) </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Please provide a listing of </I><B><I>Initiators. </I></B><I>An Initiator is a person whose signature the original instruction bears. </I></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1)&nbsp;Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P>
<P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">************************************************************************************************************ </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2) Name, Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount Limit (If Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="49%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary&nbsp;Phone&nbsp;Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate&nbsp;Phone&nbsp;Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Appendix B: Funds Transfer Initiators and Verifiers List </U></B><B><I><U>(continued)</U></I></B><B></B><B><I> </I></B><B> </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Authorized Verifier(s): </B><B><I>(Please Type or Print)</I></B><B> </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>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.
</I></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="49%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="35%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4) Name,&nbsp;Title</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Specimen&nbsp;Signature</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Amount&nbsp;Limit&nbsp;(If&nbsp;Any)</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Primary Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alternate Phone Number</P> <P STYLE="margin-top:0pt;margin-bottom:1pt;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*********************************************************************************************************** </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Company&nbsp;Name:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;</U> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Name&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;</P></TD>
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<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Title&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Authorized&nbsp;Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Authorized Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
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 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">STATE STREET CORPORATION &#150; REV. 01/13</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Limited Access</TD></TR></TABLE>


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<TD VALIGN="top" ALIGN="right"><B>[LOGO]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


<IMG SRC="g47790g0617082700496.jpg" ALT="LOGO">
</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Remote Access Services </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Addendum </B></P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ADDENDUM to that certain Custodian Agreement
between the Fund (the &#147;Customer&#148;) and State Street Bank and Trust Company, including its subsidiaries and affiliates (&#147;State Street&#148;). </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 &#147;Remote Access Services&#148;). </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>The Services</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 (&#147;Authorized Designees&#148;) with access to State Street proprietary and third-party systems as may be
offered by State Street from time to time (each, a &#147;System&#148;) on a remote basis. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Security Procedures</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Fees</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Proprietary Information/Injunctive Relief</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="right">


<IMG SRC="g47790g0617082700496.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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 &#147;Proprietary
Information&#148;). 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. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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)&nbsp;permit any third party to use the System or the Remote Access Services, (ii)&nbsp;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)&nbsp;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)&nbsp;allow or cause any information transmitted from State Street&#146;s 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 Street&#146;s customer. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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 Customer&#146;s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the
source code for all or any part of the System. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>Limited Warranties</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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 &#147;AS IS&#148; 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
party&#146;s control. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>-2- </B></P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="right">


<IMG SRC="g47790g0617082700496.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:30pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>Infringement</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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 Street&#146;s 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 Street&#146;s sole option, to (i)&nbsp;procure for the Customer the right to continue using the State Street proprietary system (ii)&nbsp;replace or modify the State Street proprietary system so that the State Street proprietary system
becomes noninfringing, or (iii)&nbsp;terminate this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>Termination</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Either party
to the Custodian Agreement may terminate this Addendum (i)&nbsp;for any reason by giving the other party at least <FONT STYLE="white-space:nowrap">one-hundred</FONT> and eighty (180)&nbsp;days&#146; prior written notice in the case of notice of
termination by State Street to the Customer or thirty (30)&nbsp;days&#146; notice in the case of notice from the Customer to State Street of termination, or (ii)&nbsp;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)&nbsp;days after the termination of any service agreement applicable to the Customer. The Customer&#146;s
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 Street&#146;s 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)&nbsp;years. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><U>Miscellaneous</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">By
its execution of the Custodian Agreement, the Customer: (a)&nbsp;confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b)&nbsp;accepts responsibility for its and its Authorized Designees&#146; compliance
with the terms of this Addendum; and (c)&nbsp;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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>-3- </B></P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Global Services </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman"><B>[STATE STREET LOGO] </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:Times New Roman">Global Custody Network Schedule A </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>M<SMALL>ARCH</SMALL> 31, 2015 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="39%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>MARKET</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>SUBCUSTODIAN</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>ADDRESS</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Albania</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Raiffeisen Bank sh.a.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Blv. &#147;Bajram Curri&#148; ETC &#150; Kati 14</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Tirana, Albania</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citigroup Pty. Limited</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">120 Collins St.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Melbourne, VIC <B>3000</B>,
Australia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Australia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Custody and Clearing</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level&nbsp;13, 580
George St.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Sydney, NSW <B>2000</B>, Australia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fleischmarkt 1 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">A-1010</FONT> </B>Vienna, Austria</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Austria</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank Austria AG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Custody Department / Dept. <FONT STYLE="white-space:nowrap">8398-TZ</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Julius Tandler Platz 3 <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">A-1090</FONT> </B>Vienna, Austria</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bahrain</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1<SUP STYLE="font-size:85%; vertical-align:top">st </SUP>Floor, Bldg. #2505</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Road # 2832, Al Seef <B>428</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Kingdom of Bahrain</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bangladesh</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Silver Tower, Level&nbsp;7</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">52 South Gulshan
Commercial Area</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Gulshan 1, Dhaka <B>1212</B>, Bangladesh</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Belgium</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">De Entrees <FONT STYLE="white-space:nowrap">99-197</FONT> <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Benin</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bermuda</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Bermuda Limited</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6 Front Street</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Hamilton, <B>HM06</B>,
Bermuda</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>1</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="20%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Federation&nbsp;of&nbsp;Bosnia&nbsp;and Herzegovina</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit&nbsp;Bank&nbsp;d.d.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Zelenih&nbsp;beretki&nbsp;24</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>71</B><B></B><B>&nbsp;000</B><B></B>&nbsp;Sarajevo</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Federation&nbsp;of&nbsp;Bosnia&nbsp;and&nbsp;Herzegovina</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Botswana</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Botswana Limited</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4th Floor, Standard Chartered House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Queens
Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Mall</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Gaborone, Botswana</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Brazil</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank, N.A.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">AV Paulista 1111</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">S&atilde;o Paulo, <B>SP <FONT
STYLE="white-space:nowrap">01311-920</FONT> </B>Brazil</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bulgaria</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank Europe plc, Bulgaria Branch</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serdika Offices, 10th floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">48 Sitnyakovo Blvd.
<B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1505 </B>Sofia, Bulgaria</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bulbank AD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7 Sveta Nedelya Square <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1000
</B>Sofia, Bulgaria</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Burkina Faso</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Canada</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">State Street Trust Company Canada</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">30 Adelaide Street East, Suite 800</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Toronto, ON
Canada <B>M5C 3G6</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Chile</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banco Ita&uacute; Chile S.A.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Enrique Foster Sur 20, Piso 5</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Las Condes,
Santiago de Chile</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">33<SUP STYLE="font-size:85%; vertical-align:top">rd </SUP>Floor, HSBC Building, Shanghai IFC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8 Century Avenue</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Pudong, Shanghai, China
(<B>200120</B>)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">China Construction Bank Corporation (for <FONT STYLE="white-space:nowrap">A-share</FONT> market only)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">No.1 Naoshikou Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chang An Xing Rong
Plaza</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Beijing <B><FONT STYLE="white-space:nowrap">100032-33</FONT></B>, China</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>People&#146;s Republic of China</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank N.A. (for Shanghai &#150; Hong Kong Stock Connect market only)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">39th Floor Citibank Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Citibank Plaza,</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3 Garden Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Central, Hong Kong</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited (for Shanghai &#150; Hong Kong Stock Connect market only)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level&nbsp;30,</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Main Building</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1 Queen&#146;s Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Central, Hong Kong</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank (Hong Kong) Limited (for Shanghai &#150; Hong Kong Stock Connect market)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15<SUP STYLE="font-size:85%; vertical-align:top">th </SUP>Floor Standard Chartered Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">388 Kwun Tong Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Kwun Tong, Hong Kong</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Colombia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Cititrust Colombia S.A. Sociedad Fiduciaria</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Carrera 9A, <FONT STYLE="white-space:nowrap">No.&nbsp;99-02</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Bogot&aacute; DC, Colombia</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>2</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Costa Rica</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banco BCT S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">160 Calle Central</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Edificio BCT</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">San Jos&eacute;, Costa Rica</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"><B>Croatia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Privredna Banka Zagreb d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Custody Department</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Radni&#269;ka cesta 50</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>10000 </B>Zagreb, Croatia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Zagrebacka Banka d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Savska 60 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>10000 </B>Zagreb,
Croatia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Cyprus</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">94 V. Sofias Avenue &amp; 1 Kerasountos Str. <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>115 28 </B>Athens, Greece</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">&#268;eskoslovensk&#225; obchodn&iacute; banka, a.s.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Radlick&aacute; 333/150 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>150 57
</B>Prague 5, Czech Republic</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Czech Republic</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank Czech Republic and Slovakia, a.s.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BB Centrum &#150; FILADELFIE</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#142;eletavsk&aacute; 1525/1 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>140 92 </B>Praha 4 -
Michle, Czech Republic</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Danmark A/S)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Strandgade 3 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>0900 </B>Copenhagen C,
Denmark</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Denmark</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bernstorffsgade 50</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1577 </B>Copenhagen,
Denmark</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Ecuador</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banco de la Producci&oacute;n S.A. PRODUBANCO</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Av. Amazonas <FONT STYLE="white-space:nowrap">N35-211</FONT> y Japon</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Quito, Ecuador</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Egypt</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6<SUP STYLE="font-size:85%; vertical-align:top">th </SUP>Floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">306 Corniche El Nil</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Maadi</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Cairo, Egypt</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Estonia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">AS SEB Pank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Tornim&auml;e 2 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>15010 </B>Tallinn,
Estonia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Finland Plc.)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Satamaradankatu 5 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>00500
</B>Helsinki, Finland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Finland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Securities Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Box 630 <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">SF-00101</FONT> </B>Helsinki, Finland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>France</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">De Entrees <FONT STYLE="white-space:nowrap">99-197</FONT> <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Republic of Georgia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">JSC Bank of Georgia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">29a Gagarini Str.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Tbilisi <B>0160</B>,
Georgia</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE STREET CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>3</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Germany</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Alfred-Herrhausen-Allee <FONT STYLE="white-space:nowrap">16-24</FONT><B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">D-65760</FONT></B><B></B> Eschborn, Germany</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ghana</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Ghana Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P. O. Box 768</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1st Floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">High Street Building</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Accra, Ghana</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Greece</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">BNP Paribas Securities Services, S.C.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">94 V. Sofias Avenue &amp; 1 Kerasountos Str.<B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>115</B><B></B><B> 28</B><B></B> Athens, Greece</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Guinea-Bissau</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan<B> 17</B><B></B> C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Hong Kong</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank (Hong Kong) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor Standard Chartered Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">388 Kwun Tong Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Kwun Tong, Hong Kong</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank Europe plc Magyarorsz&aacute;gi Fi&oacute;ktelepe</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7 Szabads&aacute;g t&eacute;r, Bank Center</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Budapest,<B> <FONT STYLE="white-space:nowrap">H-1051</FONT></B><B></B> Hungary</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Hungary</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank Hungary Zrt.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6th Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Szabads&aacute;g t&eacute;r <FONT
STYLE="white-space:nowrap">5-6</FONT> <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">H-1054</FONT> </B>Budapest, Hungary</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Iceland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Landsbankinn hf.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Austurstr&aelig;ti 11 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>155
</B>Reykjavik, Iceland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Block B1, 4th Floor, Nirlon Knowledge Park</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Off
Western Express Highway</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Goregaon (E)</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Mumbai <B>400 063</B>,
India</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>India</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11F, Building 3, NESCO - IT Park,</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">NESCO
Complex,</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Western Express Highway</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Goregaon (East),</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Mumbai <B>400 063</B>, India</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Indonesia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deutsche Bank Building, 4<SUP STYLE="font-size:85%; vertical-align:top">th </SUP>floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jl. Imam Bonjol, No. 80</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Jakarta <B>10310</B>,
Indonesia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ireland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">State Street Bank and Trust Company, United Kingdom branch</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">525 Ferry Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Edinburgh <B>EH5 2AW</B>,
Scotland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Israel</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank Hapoalim B.M.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">50 Rothschild Boulevard</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Tel Aviv, Israel
<B>61000</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Italy</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank S.p.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investor Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Via Turati 27 &#150; 3rd
Floor <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>20121 </B>Milan, Italy</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>4</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ivory Coast</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan<B> 17</B><B></B> C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Mizuho Bank, Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">4-16-13,</FONT></FONT> Tsukishima,
<FONT STYLE="white-space:nowrap">Chou-ku</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Tokyo <B><FONT STYLE="white-space:nowrap">104-0052</FONT></B>, Japan</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Japan</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Building</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">11-1</FONT> Nihonbashi <FONT STYLE="white-space:nowrap">3-chome,</FONT> <FONT STYLE="white-space:nowrap">Chuo-ku</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Tokyo<B> 1030027</B>, Japan</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Jordan</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Shmeissani Branch</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT
STYLE="white-space:nowrap">Al-Thaqafa</FONT> Street, Building # 2</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 926190</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Amman <B>11110</B>, Jordan</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kazakhstan</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">JSC Citibank Kazakhstan</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Park Palace, Building A,</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">41 Kazibek Bi
street,</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Almaty<B> 050010</B>, Kazakhstan</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kenya</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Kenya Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Custody Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Standard Chartered @ Chiromo,
Level 5</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">48 Westlands Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 40984 &#150; 00100 GPO</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Nairobi, Kenya</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">18th Fl., Young-Poong Building</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">33
Seorin-dong</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Chongro-ku,</FONT> Seoul<B> <FONT STYLE="white-space:nowrap">110-752</FONT></B>, Korea</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Republic of Korea</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">The Hongkong and Shanghai Banking Corporation Limited</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Building #25</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">1-Ka</FONT> Bongrae-Dong</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><FONT
STYLE="white-space:nowrap">Chung-ku,</FONT> Seoul<B> <FONT STYLE="white-space:nowrap">100-161</FONT></B>, Korea</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kuwait</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kuwait City, Qibla Area</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Hamad <FONT
STYLE="white-space:nowrap">Al-Saqr</FONT> Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kharafi Tower, G/1/2 Floors</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">P. O. Box 1683, Safat <B>13017</B>, Kuwait</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Latvia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">AS SEB banka</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unicentrs,Valdlau&#269;i</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">LV-1076</FONT> </B>Kekavas pag., Rigas raj., Latvia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Lebanon</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">St. Georges Street, Minet <FONT STYLE="white-space:nowrap">El-Hosn</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Beirut <B>1107 2080</B>, Lebanon</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Lithuania</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">AB SEB bankas</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Gedimino av. 12 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>LT 2600 </B>Vilnius,
Lithuania</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Malawi</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Bank Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kaomba Centre</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cnr. Victoria Avenue &amp; Sir
Glyn Jones</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Blantyre, Malawi</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>5</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank (Malaysia) Berhad</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Domestic Custody Services</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Level 20, Menara IMC</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">8 Jalan Sultan Ismail</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Malaysia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>50250 </B>Kuala Lumpur, Malaysia</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Malaysia Berhad</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Menara Standard Chartered</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">30 Jalan Sultan Ismail</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>50250 </B>Kuala Lumpur, Malaysia</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mali</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mauritius</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5th Floor, HSBC Centre</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">18 Cybercity</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Ebene, Mauritius</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mexico</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banco Nacional de M&eacute;xico, S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3er piso, Torre Norte</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Act. Roberto
Medell&iacute;n No. 800</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Col. Santa Fe</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Mexico, DF
<B>01219</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Morocco</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank Maghreb</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Z&eacute;nith Mill&eacute;nium Immeuble1</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sidi
Ma&acirc;rouf &#150; B.P. 40</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Casablanca <B>20190</B>, Morocco</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Namibia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Bank Namibia Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Standard Bank Center</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cnr. Werner List St. and
Post St. Mall</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2nd Floor</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Windhoek, Namibia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Netherlands</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">De Entrees <FONT STYLE="white-space:nowrap">99-197</FONT> <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>New Zealand</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 7, 1 Queen St.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Auckland <B>1010</B>, New Zealand</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Niger</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Nigeria</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Stanbic IBTC Bank Plc.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Plot 1712</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Idejo St</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Victoria Island,</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Lagos <B>101007</B>, Nigeria</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Norge ASA)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Essendropsgate 7</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>0368 </B>Oslo,
Norway</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Norway</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 1843 Vika</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Filipstad Brygge 1
<B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">N-0123</FONT> </B>Oslo, Norway</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>6</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Oman</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Oman S.A.O.G. (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP> Floor Al Khuwair</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">PO Box 1727 <B>PC</B><B></B><B> 111</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Seeb, Oman</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Pakistan</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unicentre &#150; Unitowers</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">I.I. Chundrigar
Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 4925</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Karachi - <B>74000</B>,
Pakistan</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Palestine</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Jaffa Street, Ramallah</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">West Bank <B>2119</B>,
Palestine</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Panama</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank, N.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Boulevard Punta Pacifica</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Torre de las
Americas</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Apartado</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Panama City, Panama
<B>0834-00555</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Peru</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank del Per&uacute;, S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Canaval y Moreyra 480</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3<SUP
STYLE="font-size:85%; vertical-align:top">rd </SUP>Floor, San Isidro</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Lima <B>27</B>, Per&uacute;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Philippines</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Global Transaction Banking</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Tower One, Ayala
Triangle <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1226 </B>Makati City, Philippines</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank Handlowy w Warszawie S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ul. Senatorska 16 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">00-293</FONT> </B>Warsaw, Poland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Poland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank Polska Kasa Opieki S.A</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">31 Zwirki I Wigury Street <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">02-091</FONT></B>, Warsaw, Poland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">BNP Paribas Securities Services, S.C.A., Paris (operating through its Paris branch with support from its Lisbon branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3 Rue D&#146;Antin</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Paris, France <B>Lt
1.19.01</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Portugal</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">De Entrees <FONT STYLE="white-space:nowrap">99-197</FONT> <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Puerto Rico</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank N.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1 Citibank Drive, Lomas Verdes Avenue</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">San Juan,
Puerto Rico <B>00926</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Qatar</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2 Fl Ali Bin Ali Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Building no.: 150</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Airport Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Doha, Qatar</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Romania</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank Europe plc, Dublin &#150; Romania Branch</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8, Iancu de Hunedoara Boulevard <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>712042</B>, Bucharest Sector 1, Romania</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Russia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Limited Liability Company Deutsche Bank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">82, Sadovnicheskaya Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Building 2
<B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>115035 </B>Moscow, Russia</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

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<TD WIDTH="33%"></TD>

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<TD VALIGN="bottom" WIDTH="1%"></TD>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>7</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Saudi Arabia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Saudi Arabia Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Head Office</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7267 Olaya - Al Murooj</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Riyadh<B> 12283-2255 </B>Kingdom of Saudi Arabia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Senegal</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Serbia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank Serbia JSC</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Omladinskih Brigada 88, Airport City <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>11000 </B>Belgrade, Serbia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank N.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3 Changi Business Park Crescent</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><FONT
STYLE="white-space:nowrap">#07-00,</FONT> Singapore <B>486026</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Singapore</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">United Overseas Bank Limited</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">156 Cecil Street</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">FEB Building <FONT STYLE="white-space:nowrap">#08-03</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Singapore <B>069544</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Slovak Republic</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank Czech Republic and Slovakia, a.s.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#348;ancov&aacute; 1/A <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>813 33
</B>Bratislava, Slovak Republic</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Slovenia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Banka Slovenija d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#138;martinska 140 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">SI-1000</FONT> </B>Ljubljana, Slovenia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>South Africa</B></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">FirstRand Bank Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mezzanine Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3 First Place Bank City</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corner Simmonds &amp; Jeppe Sts.</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Johannesburg <B>2001</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Republic of South Africa</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Bank of South Africa Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3<SUP STYLE="font-size:85%; vertical-align:top">rd </SUP>Floor, 25 Sauer St.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Johannesburg <B>2000</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Republic of South Africa</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Spain</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank S.A.E.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Calle de Rosario Pino <FONT STYLE="white-space:nowrap">14-16,</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Planta 1 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>28020 </B>Madrid, Spain</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Sri Lanka</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Hongkong and Shanghai Banking Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">24, Sir Baron Jayatilake Mawatha</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Colombo
<B>01</B>, Sri Lanka</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Republic of Srpska</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UniCredit Bank d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Zelenih beretki 24 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>71 000
</B>Sarajevo</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Federation of Bosnia and Herzegovina</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Swaziland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Bank Swaziland Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Standard House, Swazi Plaza</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Mbabane, Swaziland
<B>H101</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Nordea Bank AB (publ)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sm&aring;landsgatan 17 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>105 71
</B>Stockholm, Sweden</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Sweden</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Skandinaviska Enskilda Banken AB (publ)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sergels Torg 2 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">SE-106</FONT> 40 </B>Stockholm, Sweden</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Switzerland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Credit Suisse AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Uetlibergstrasse 231 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>8070
</B>Zurich, Switzerland</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>8</B></TD></TR></TABLE>


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">UBS AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Badenerstrasse 574<B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>8098</B><B></B>
Zurich, Switzerland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
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<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deutsche Bank AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">296 <FONT STYLE="white-space:nowrap">Ren-Ai</FONT> Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Taipei<B> 106</B><B></B> Taiwan, Republic of China</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Taiwan - R.O.C.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Standard Chartered Bank (Taiwan) Limited</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">168 Tun Hwa North Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Taipei<B> 105</B>, Taiwan, Republic of China</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Tanzania</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank (Tanzania) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1 Floor, International House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Corner Shaaban
Robert St and Garden</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ave</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">PO Box 9011</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Dar es Salaam, Tanzania</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Thailand</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank (Thai) Public Company Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Sathorn Nakorn Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">14<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> Floor, Zone B</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">90 North Sathorn Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Silom, Bangkok<B> 10500</B>, Thailand</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Togo</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire S.A., Abidjan, Ivory Coast</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23, Bld de la R&eacute;publique</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">17 BP 1141
Abidjan<B> 17</B><B></B> C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Trinidad &amp; Tobago</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Republic Bank Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">9-17</FONT> Park Street</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Port of Spain</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Republic of Trinidad &amp; Tobago, West
Indies</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Tunisia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banque Internationale Arabe de Tunisie</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Direction des Marches de Capitaux <B></B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1080</B><B></B> Tunis Cedex, Tunisia</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank, A.&#350;.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Tekfen Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Eski Buyukdere Caddesi 209</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kat 3</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Levent <B>34394 </B>Istanbul, Turkey</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Turkey</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Deutsche Bank A.&#350;.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Eski Buyukdere Caddesi</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Tekfen Tower No. 209</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Kat: 17 4</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Levent <B>34394 </B>Istanbul, Turkey</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Uganda</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Uganda Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5 Speke Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 7111</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Kampala, Uganda</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ukraine</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">PJSC Citibank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">16-g</FONT> Dymytrova St.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Kyiv <B>03150</B>, Ukraine</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates Dubai Financial Market</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Securities Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emaar Square</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3, Building No. 5</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P O Box 502601</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Dubai, United Arab Emirates</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>9</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="27%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="36%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="35%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates Dubai International Financial Center</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Securities Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emaar Square</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3, Building No. 5</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P O Box 502601</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Dubai, United Arab Emirates</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates Abu Dhabi</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HSBC Securities Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emaar Square</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3, Building No. 5</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P O Box 502601</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Dubai, United Arab Emirates</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Kingdom</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">State Street Bank and Trust Company, United Kingdom branch</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">525 Ferry Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Edinburgh <B>EH5 2AW</B>,
Scotland</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Uruguay</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Banco Ita&uacute; Uruguay S.A.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Zabala 1463 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>11000 </B>Montevideo,
Uruguay</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Venezuela</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank, N.A.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Centro Comercial El Recreo</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Torre Norte, Piso
19</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Avenida Casanova</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Caracas, Venezuela
<B>1050</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Vietnam</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">HSBC Bank (Vietnam) Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Centre Point</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">106 Nguyen Van Troi Street</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Phu Nhuan District</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Ho Chi Minh City, Vietnam</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Zambia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Standard Chartered Bank Zambia Plc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Standard Chartered House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cairo Road</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">P.O. Box 32238 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>10101</B>, Lusaka, Zambia</P></TD></TR>

<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Zimbabwe</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Stanbic Bank Zimbabwe Limited (as delegate of Standard Bank of South Africa Limited)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3rd Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Stanbic Centre</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">59 Samora Machel Avenue</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Harare, Zimbabwe</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Argentina</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Citibank, N.A.*</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bartolome Mitre 530 <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>1036 </B>Buenos
Aires, Argentina</P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Effective April 2, 2015, State Street suspended acceptance of Foreign Custody Manager responsibilities as
delegated under U.S. SEC Rule <FONT STYLE="white-space:nowrap">17f-5</FONT> for this market. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>10</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Global Services </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>[STATE STREET LOGO] </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Depositories Operating in Network
Markets Schedule B </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>M<SMALL>ARCH</SMALL> 31, 2015 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>MARKET</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>DEPOSITORY</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>TYPES OF SECURITIES</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Albania</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank of Albania</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Australia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Austraclear Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Austria</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities listed on Wiener B&ouml;rse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bahrain</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Clearing, Settlement, Depository and Registry System of the Bahrain Bourse</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bangladesh</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bangladesh Bank</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Central Depository Bangladesh
Limited</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Government securities</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Equities and corporate
bonds</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Belgium</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Euroclear Belgium</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">National Bank of
Belgium</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equities and most corporate bonds</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Government
securities, corporate bonds, and money market instruments</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Benin</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Bermuda</B></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Federation of</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Bosnia and Herzegovina</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bermuda Securities Depository</P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Equities, corporate bonds</P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Equities, corporate bonds, government securities, money market instruments</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank of Botswana</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Botswana</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository Company of Botswana Ltd.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>1</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central de Cust&oacute;dia e de Liquida&ccedil;&atilde;o Financeira de T&iacute;tulos Privados (CETIP)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Corporate debt and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Brazil</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Companhia Brasileira de Liquida&ccedil;&atilde;o e Cust&oacute;dia (CBLC)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All equities listed on BM&amp;F BOVESPA S.A. and SOMA, and <FONT STYLE="white-space:nowrap">non-financial</FONT> corporate bonds traded at BM&amp;F BOVESPA S.A.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Sistema Especial de Liquida&ccedil;&atilde;o e de Cust&oacute;dia (SELIC)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt issued by the central bank and the National Treasury</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bulgarian National Bank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Bulgaria</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Depository AD</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Burkina Faso</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Canada</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">The Canadian Depository for Securities Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset-backed securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Chile</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dep&oacute;sito Central de Valores S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, mortgage- backed securities, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and <FONT STYLE="white-space:nowrap">closed-end</FONT> funds, convertible bonds, and warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>People&#146;s&nbsp;Republic&nbsp;of China</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">China Central Depository and Clearing Co., Ltd.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">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</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dep&oacute;sito Central de Valores</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities issued by the central bank and the Republic of Colombia</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Colombia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dep&oacute;sito Centralizado de Valores de Colombia S.A. (DECEVAL)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Costa Rica</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central de Valores S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities traded on Bolsa Nacional de Valores</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Croatia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Sredi&#154;nje klirin&#154;ko depozitarno dru&#154;tvo d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, corporate bonds, government securities, and corporate money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Cyprus</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Depository and Central Registry</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, dematerialized government securities, corporate money market instruments</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>2</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Czech Republic</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Centr&aacute;ln&iacute; depozit&#225;&#345; cenn&yacute;ch pap&iacute;r&#367;, a.s.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All dematerialized equities, corporate debt, and government debt, excluding Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Czech National Bank</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Denmark</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">VP Securities A/S</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, corporate bonds, corporate money market instruments, warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Bank of Egypt</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Egypt</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Misr for Central Clearing, Depository and Registry S.A.E.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, corporate bonds, and Treasury bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Estonia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">AS Eesti V&auml;&auml;rtpaberikeskus</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All registered equity and debt securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Finland</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Euroclear Finland</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, government securities, money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>France</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Euroclear France</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Georgian Central Securities Depository</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Government securities, equities, bonds, and money market instruments</P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Equities, corporate bonds, and money market instruments</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Republic&nbsp;of&nbsp;Georgia</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">National Bank of Georgia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Germany</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Clearstream Banking AG, Frankfurt</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ghana</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository (Ghana) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities and Bank of Ghana securities; equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Greece</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Hellenic Central Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible listed equities, government debt, and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Guinea-Bissau</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Central Moneymarkets Unit</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Hong Kong</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Hong Kong Securities Clearing Company Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities listed or traded on the Stock Exchange of Hong Kong Limited</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Hungary</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">KELER K&ouml;zponti &Eacute;rt&eacute;kt&aacute;r</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, and investment fund notes</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>3</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Iceland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Icelandic Securities Depository Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository Services (India) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, debt securities, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>India</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">National Securities Depository Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, debt securities, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Reserve Bank of India</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Indonesia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank Indonesia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">PT Kustodian Sentral Efek Indonesia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Euroclear UK &amp; Ireland Limited*</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">GBP-</FONT> and <FONT STYLE="white-space:nowrap">EUR-denominated</FONT> money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ireland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Euroclear Bank S.A./N.V.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Israel</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds and trust fund units</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Italy</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Monte Titoli S.p.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate debt, government debt, money market instruments, and warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ivory Coast</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank of Japan &#150; Financial Network System</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Japan</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Japan Securities Depository Center (JASDEC) Incorporated</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Jordan</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Jordan</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills, government bonds, development bonds, and public entity bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities Depository Center</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kazakhstan</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Kenya</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kenya</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository and Settlement Corporation Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Republic of Korea</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Korea Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, corporate bonds and money market instruments</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>4</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Kuwait</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Kuwait Clearing Company</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Money market instruments, equities, and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Latvia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Latvian Central Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Banque du Liban</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities and certificates of deposit issued by the central bank</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Lebanon</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Lithuania</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository of Lithuania</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities available for public trading</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Malaysia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank Negara Malaysia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bursa Malaysia Depository Sdn. Bhd.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities listed on Bursa Malaysia Securities Berhad</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Malawi</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Reserve Bank of Malawi</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Reserve Bank of Malawi bills and Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mali</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank of Mauritius</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt (traded through primary dealers)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mauritius</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository and Settlement Co. Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Listed and unlisted equity and debt securities (corporate debt and <FONT STYLE="white-space:nowrap">T-bills</FONT> traded on the exchange)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Mexico</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">S.D. Indeval, S.A. de C.V.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Morocco</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Maroclear</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Namibia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank of Namibia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Netherlands</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Euroclear Nederland</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>New Zealand</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">New Zealand Central Securities Depository Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Niger</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Nigeria</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Nigeria</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and government bonds</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>5</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Securities Clearing System Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds traded on the Nigeria Stock Exchange</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Norway</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Verdipapirsentralen</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All listed securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Oman</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Muscat Clearing &amp; Depository Company S.A.O.C.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, government debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Pakistan</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository Company of Pakistan Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">State Bank of Pakistan</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Palestine</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Clearing, Depository and Settlement system, a department of the Palestine Exchange</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities listed on the Palestine Exchange</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Panama</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Latinoamericana de Valores, S.A. (LatinClear)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government and corporate debt, commercial paper, short-term securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Peru</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">CAVALI S.A. Instituci&oacute;n de Compensaci&oacute;n y Liquidaci&oacute;n de Valores</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities in book-entry form traded on the stock exchange</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Philippine Depository &amp; Trust Corporation</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities and debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Philippines</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Registry of Scripless Securities (ROSS) of the Bureau of the Treasury</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Rejestr Papier&oacute;w Warto&#347;ciowych</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Poland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Krajowy Depozyt Papier&oacute;w Warto&#347;ciowych, S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Portugal</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">INTERBOLSA - Sociedad Gestora de Sistemas de Liquida&ccedil;&atilde;o e de Sistemas Centralizados de Valores Mobili&aacute;rios, S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All local Portuguese instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Qatar</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Qatar Central Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government bonds and Treasury bills listed on the Qatar Exchange</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">National Bank of Romania</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Romania</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">S.C. Depozitarul Central S.A.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Russia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">National Settlement Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, Obligatsii Federal&#146;nogo Zaima (OFZs), and corporate debt denominated in RUB</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Saudi Arabia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Saudi Arabian Monetary Agency</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities and Saudi government development bonds (SGDBs)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Tadawul Central Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>6</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Senegal</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Serbia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository and Clearinghouse</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Monetary Authority of Singapore</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Singapore</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">The Central Depository (Pte.) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible listed equities and eligible private debt traded in Singapore</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Slovak Republic</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Centr&aacute;lny depozit&aacute;r cenn&yacute;ch papierov SR, a.s.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All dematerialized securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Slovenia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">KDD &#150; Centralna klirin&#154;ko depotna dru&#158;ba d.d.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All publicly traded securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>South Africa</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Strate (Pty) Ltd.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Eligible equities, government securities, corporate bonds, money market instruments, and warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Spain</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">IBERCLEAR</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, warrants, money market instruments, and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Sri Lanka</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Sri Lanka</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository System (Pvt) Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Republic of Srpska</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Registry of Securities in the Republic of Srpska JSC</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, and corporate and municipal bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Sweden</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Euroclear Sweden</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Switzerland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">SIX SIS AG</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Taiwan - R.O.C.</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of the Republic of China (Taiwan)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Taiwan Depository and Clearing Corporation</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Listed equities, short-term bills, and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Tanzania</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Thailand</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Thailand Securities Depository Company Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities, equities and corporate bonds</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>7</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Togo</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">D&eacute;positaire Central &#150; Banque de R&egrave;glement</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Trinidad and Tobago</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Trinidad and Tobago</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Trinidad and Tobago Central Depository Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Tunisia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Tunisie Clearing</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">All eligible listed securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Bank of Turkey</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Turkey</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Registry Agency</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, money market instruments,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">mutual fund certificates, exchange traded funds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank of Uganda</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Uganda</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Securities Central Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Ukraine</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">National Depository of Ukraine</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, bonds, and money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates &#150; Abu Dhabi</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, and corporate debt</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates &#150; Dubai Financial Market</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Clearing, Settlement and Depository Division, a department of the Dubai Financial Market</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government securities, and corporate debt listed on the DFM</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Arab Emirates &#150; Dubai International Financial Center</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Central Securities Depository, owned and operated by NASDAQ Dubai Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>United Kingdom</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Euroclear UK &amp; Ireland Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">GBP-</FONT> and <FONT STYLE="white-space:nowrap">EUR-denominated</FONT> money market instruments</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Uruguay</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Banco Central del Uruguay</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Banco Central de Venezuela</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Government securities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Venezuela</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Caja Venezolana de Valores</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Vietnam</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Vietnam Securities Depository</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities, government bonds, <FONT STYLE="white-space:nowrap">T-bills,</FONT> corporate bonds, and public fund certificates</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Bank of Zambia</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Zambia</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">LuSE Central Shares Depository Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bonds, corporate bonds, and equities</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chengetedzai Depository Company Limited</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Equities and corporate bonds</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"><B>Zimbabwe</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Reserve Bank of Zimbabwe</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Treasury bills and Treasury bonds</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>8</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>TRANSNATIONAL DEPOSITORIES</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Euroclear Bank S.A./N.V.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Domestic securities from more than 40 markets</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Clearstream Banking, S.A.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Domestic securities from more than 50 markets</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">LIMITED ACCESS</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">STATE&nbsp;STREET&nbsp;CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;<B>9</B></TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> G<SMALL>LOBAL</SMALL> S<SMALL>ERVICES<SUP
STYLE="font-size:85%; vertical-align:top">&reg;</SUP></SMALL> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SCHEDULE C </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="60%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom"><B>Publication / Type of Information</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"><B>Brief Description</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(scheduled update frequency)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>The Guide to Custody in World Markets</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(regular <U>my.statestreet.com</U> updates)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Global Custody Network Review</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(updated
annually on <U>my.statestreet.com</U>)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Information relating to Foreign Subcustodians in State Street&#146;s 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 <FONT STYLE="white-space:nowrap">17f-5.</FONT> The Review also gives insight into State Street&#146;s 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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Securities Depository Review</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(updated
annually on <U>my.statestreet.com</U>)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">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 <FONT STYLE="white-space:nowrap">17f-7.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Global Legal Survey</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(updated annually on
<U>my.statestreet.com</U>)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts:</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(i)&#8195;access of a fund&#146;s independent public accountants to books and records of a Foreign
Subcustodian or Foreign Securities System,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(ii)&#8194;&#8201;a fund&#146;s ability to recover in the event of bankruptcy or insolvency of a
Foreign Subcustodian or Foreign Securities System,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iii)&#8201;&#8201;a fund&#146;s ability to recover in the event of a loss by a Foreign
Subcustodian or Foreign Securities System, and</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iv)&#8194;the ability of a foreign investor to convert cash and cash equivalents to U.S.
dollars.</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Subcustodian Agreements</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(available on <FONT
STYLE="white-space:nowrap">CD-ROM</FONT> annually)</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">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.</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">LIMITED ACCESS</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> G<SMALL>LOBAL</SMALL> S<SMALL>ERVICES<SUP
STYLE="font-size:85%; vertical-align:top">&reg;</SUP></SMALL> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="62%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom"><B>Publication&nbsp;/ Type&nbsp;of&nbsp;Information</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>Brief&nbsp;Description</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">(scheduled update frequency)</TD>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Global Market Bulletin</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(daily or as
necessary via email and <U>my.statestreet.com</U>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">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 Street&#146;s clients.</TD></TR>
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<TD VALIGN="top">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.</TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign Custody Manager Material Change</B> <B>Notices</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(quarterly or as necessary and on <U>my.statestreet.com</U>)</P></TD>
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<TD VALIGN="top">Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street&#146;s 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.</TD></TR>
</TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Please contact <U>GlobalMarketInformation@statestreet.com</U> with questions about this document. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P>
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<DOCUMENT>
<TYPE>EX-99.K.1
<SEQUENCE>6
<FILENAME>d47790dex99k1.htm
<DESCRIPTION>TRANSFER AGENCY AND SERVICE AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Transfer Agency and Service Agreement</TITLE>
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<IMG SRC="g47790g0617083636014.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit k.1 </U></B></P>
<P STYLE="margin-top:48pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Transfer Agency and Service Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Between </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Each of the
Nuveen <FONT STYLE="white-space:nowrap">Closed-End</FONT> Investment Companies </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Listed on Schedule A Attached Hereto </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>and </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Computershare Inc.
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>and </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Computershare Trust Company, N.A. </B></P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>THIS TRANSFER AGENCY AND SERVICE AGREEMENT</B>, effective as of June&nbsp;15, 2017 (&#147;<B>Effective
Date</B>&#148;), is by and between each of the Nuveen <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies listed on Schedule A attached hereto, as may be amended from time to time (&#147;<B>Schedule A</B>&#148;) (each such
investment company, a &#147;<B>Fund</B>&#148;), and Computershare Inc., a Delaware corporation (&#147;<B>Computershare</B>&#148;), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (&#147;<B>Trust
Company</B>&#148;, and together with Computershare, &#147;<B>Transfer Agent</B>&#148;), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, Fund desires to appoint Trust Company as its sole transfer agent and registrar for the Shares, and administrator of any
dividend reinvestment plan or direct stock purchase plan for Fund, and Computershare as processor of all payments received or made by Fund under this Agreement, as of the commencement date indicated for such Fund in Schedule A (&#147;Commencement
Date&#148;); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS,</B> Trust Company and Computershare will each separately provide specified services covered by this Agreement
and, in addition, Trust Company may arrange for Computershare to act on behalf of Trust Company in providing certain of its services covered by this Agreement; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS, </B>Trust Company and Computershare desire to accept such respective appointments and perform the services related to such
appointments; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>NOW THEREFORE</B>, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>1. <U>CERTAIN DEFINITIONS</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.1
&#147;<B>Account</B>&#148; means the account of each Shareholder which reflects any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.2 &#147;<B>Agreement</B>&#148; means this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications which
may from time to time be executed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.3 &#147;<B>Confidential Information</B>&#148; means any and all technical or business information relating to a
party, including, without limitation, financial, marketing and product development information, Shareholder Data (including any <FONT STYLE="white-space:nowrap">non-public</FONT> information of such Shareholder), Proprietary Information, and the
terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement. Confidential Information
constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a)&nbsp;already known to the other party or its affiliates at the time of the disclosure;
(b)&nbsp;publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c)&nbsp;subsequently disclosed to the other party or its affiliates on a
<FONT STYLE="white-space:nowrap">non-confidential</FONT> basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d)&nbsp;independently developed by one party without access to
the Confidential Information of the other. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.4 &#147;<B>DSPP</B>&#148; means direct stock purchase plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.5 &#147;<B>Plans</B>&#148; means any dividend reinvestment plan, DSPP, or other investment programs administered by Trust Company for Fund relating to the
Shares, whether as of the Effective Date or at any time during the term of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.6 &#147;<B>Services</B>&#148; means all services performed
or made available by Transfer Agent pursuant to this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.7 &#147;<B>Share</B>&#148; means, with respect to each Fund, shares of each class indicated for such Fund in
Exhibit A, authorized by Fund&#146;s organizational documents, and other classes of Fund&#146;s shares to be designated by Fund in writing and which Transfer Agent agrees to service under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.8 &#147;<B>Shareholder</B>&#148; means a holder of record of Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.9 &#147;<B>Shareholder Data</B>&#148; means all information maintained on the records database of Transfer Agent concerning Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>2. <U>APPOINTMENT OF AGENT</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.1
<U>Appointments</U>. Fund appoints Trust Company to act as sole transfer agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust
Company and as processor of all payments received or made by or on behalf of Fund under this Agreement, all as of the Commencement Date, and Trust Company and Computershare accept the respective appointments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.2 <U>Documents</U>. In connection with the appointments herein, upon any future original issuance of Shares for which Transfer Agent will act as transfer
agent hereunder, Fund shall deliver the following appointment and corporate authority documents to Transfer Agent: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Board resolution appointing Trust Company as the transfer agent; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of
Directors of Fund, with a certificate of the Secretary of Fund as to such approval; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Board resolution and/or certificate of incumbency designating officers or other designated persons of Fund
authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this Agreement (each an &#147;<B>Authorized Person</B>&#148;); </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">An opinion of counsel, or reliance letter, for Fund addressed to both Trust Company and Computershare stating
that: </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fund is duly organized, validly existing and in good standing under the laws of its state of organization;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered
under the Securities Act of 1933, as amended (&#147;<B>1933 Act</B>&#148;) and any other applicable federal or state statute or that was exempt from such registration; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and <FONT
STYLE="white-space:nowrap">non-assessable;</FONT> and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(e)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">A certificate of Fund as to the Shares authorized, issued and outstanding, as well as a description of all
reserves of unissued Shares relating to the exercise of options, as applicable; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(f)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">A completed Internal Revenue Service Form 2678; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(g)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">A completed Form <FONT STYLE="white-space:nowrap">W-8</FONT> or <FONT STYLE="white-space:nowrap">W-9,</FONT> as
applicable. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Funds existing on the Effective Date of this Agreement shall provide Transfer Agent with the Board resolution set forth in
Section&nbsp;2.2(a) above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.3 <U>Records</U>. Transfer Agent may adopt as part of its records all Shareholder lists, Share ledgers, records, books, and
documents which have been employed by Fund or any of its agents and which are certified to be true, authentic and complete. Transfer Agent shall keep records relating to the Services, in the form and manner it deems advisable, but in any event
consistent with the reasonable standards of the transfer agency industry. Transfer Agent agrees that all such records prepared or maintained by it relating to the Services are the property of Fund and will be preserved, maintained and made available
in accordance with the requirements of law and Transfer Agent&#146;s records management policy, and will be surrendered promptly to Fund in accordance with its request subject to applicable law and Transfer Agent&#146;s records management policy.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.4 <U>Shares</U>. Fund shall, if applicable, inform Transfer Agent as soon as reasonably practicable in advance
as to: (a)&nbsp;the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (which may be subject, in the case of removal of any such
legend, to delivery of such legal opinion in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b)&nbsp;any authorized but unissued Shares reserved for specific purposes;
(c)&nbsp;any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d)&nbsp;reserved Shares subject to option and the details of such reservation; (e)&nbsp;any Share split or Share dividend; (f)&nbsp;any other relevant
event or special instructions which may affect the Shares; and (g)&nbsp;any bankruptcy, insolvency or other proceeding regarding a Fund affecting the enforcement of creditors&#146; rights. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.5 <U>Share Certificates</U>. If applicable, Fund shall provide Transfer Agent with (i)&nbsp;documentation required to print on demand Share certificates, or
(ii)&nbsp;an appropriate supply of Share certificates which contain a signature panel for use by an authorized signor of Transfer Agent and state that such certificates are only valid after being countersigned and registered, whichever is
applicable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.6 <U>Fund Responsibility</U>. Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.7 <U>Scope of Agency</U>. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Transfer Agent shall act solely as agent for Fund under this Agreement and owes no duties hereunder to any
other person. Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Transfer Agent.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance
upon, (i)&nbsp;any communication from Fund, any predecessor transfer agent or <FONT STYLE="white-space:nowrap">co-transfer</FONT> agent or any registrar (other than Agent), predecessor registrar or
<FONT STYLE="white-space:nowrap">co-registrar;</FONT> (ii)&nbsp;any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Transfer
Agent to be genuine and to have been signed or given by the proper party or parties; (iii)&nbsp;any guaranty of signature by an &#147;eligible guarantor institution&#148; that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable &#147;signature guarantee program&#148; or insurance program in addition to, or in substitution for, the foregoing; or (iv)&nbsp;any instructions received through Direct Registration System/Profile. In addition, Transfer
Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">From time to time, Fund may provide Transfer Agent with instructions concerning the Services. Further, Transfer
Agent may apply to any Authorized Person for instruction, and may consult with legal counsel for Agent or Fund with respect to any matter arising in connection with the Services. Transfer Agent and its agents and subcontractors shall not be liable
and shall be indemnified by Fund under Section&nbsp;9.2 of this Agreement for any action taken or omitted by Transfer Agent in good faith reliance upon any Fund instructions or upon the advice or opinion of such counsel. Fund shall promptly provide
Transfer Agent with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. Transfer Agent shall not be held to have notice of any change of authority of any Authorized Person, until
receipt of written notice thereof from Fund. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Compliance with Laws</U>. Transfer Agent is obligated and agrees to comply with all applicable U.S. federal,
state and local laws and regulations, codes, orders and government rules in the performance of its duties under this Agreement. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.8
Additional Funds. To the extent that a Fund is added to Schedule A after the Effective Date, such Fund is a Fund for all purposes of this Agreement and is bound by all terms and conditions and provisions of this Agreement, including, without
limitation, the representations and warranties of Funds set forth herein. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.9 <U>Amendment to Schedule A</U>. The parties agree to amend <U>Exhibit A</U> to reflect the most updated
information regarding Funds and Shares relevant to this Agreement. The parties agree that notwithstanding Section&nbsp;15.4 of this Agreement, <U>Schedule A</U> may be amended without an executed written amendment if an Authorized Person delivers by
email to Transfer Agent&#146;s Relationship Manager a copy of an amended and restated <U>Schedule A</U>, dated as of the date such amended and restated <U>Schedule A</U> is intended to be effective, and a member of Transfer Agent&#146;s Relationship
Management team acknowledges in a responding email that the amended and restated <U>Schedule A</U> has been received. To the extent <U>Schedule A</U> is amended to add a Fund, Fund must provide Transfer Agent with the documents listed in
Section&nbsp;2.2 of this Agreement in relation to such Fund on a timeline mutually agreed by the parties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.10 <U>Rule
<FONT STYLE="white-space:nowrap">38a-1</FONT> Compliance Program</U><B><I>.</I></B>&nbsp;Transfer Agent will maintain written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws, as that term is defined
in Rule <FONT STYLE="white-space:nowrap">38a-1,</FONT> adopted by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (&#147;<B>Rule <FONT STYLE="white-space:nowrap">38a-1</FONT></B>&#148;)with respect to the
Services.&nbsp;On a quarterly basis, Transfer Agent will provide to Fund a certification certifying compliance with its responsibilities as Transfer Agent to the Funds under Rule <FONT STYLE="white-space:nowrap">38a-1</FONT> or highlighting any
material issue potentially impacting Transfer Agents services to the Funds.&nbsp;Upon Fund&#146;s request, Transfer Agent will provide Fund with a summary of its policies and procedures in connection with Fund&#146;s compliance with Rule <FONT
STYLE="white-space:nowrap">38a-1</FONT> and will provide such explanations of its policies and procedures as Fund may reasonably request.&nbsp;To the extent Transfer Agent makes any material changes to its written policies and procedures in order to
address changing regulatory and industry developments that would impact Fund&#146;s compliance with Rule <FONT STYLE="white-space:nowrap">38a-1,</FONT> Transfer Agent will notify Fund of any such changes in a timely manner. At least annually,
Transfer Agent will also provide Fund a copy of third party audit reposts evaluating the Services (e.g. SSAE 18s or SOC 1s) and a copy of Transfer Agent&#146;s annual assessment or review of Transfer Agent&#146;s compliance programs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.11 <U>Anti-Money Laundering; Office of Foreign Asset Control</U>. Transfer Agent will comply with any laws or regulations relating to anti-money laundering
applicable to Transfer Agent with respect to Fund&#146;s Shareholders, including compliance with Office of Foreign Assets Control (&#147;<B>OFAC</B>&#148;) laws or regulations, currency transaction reporting laws and regulations and suspicious
activity reporting and recordkeeping requirements, by adopting appropriate compliance policies, procedures, and internal controls. Compliance with OFAC laws or regulations will include periodic screening of the Funds&#146; Shareholders against
updated OFAC lists. The results of the screening will be provided to the Fund in monthly management report certifications. An annual OFAC attestation will also be provided by the Transfer Agent to the Fund regarding OFAC-related screening results
over the prior year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>3. <U>STANDARD SERVICES</U>. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.1 <U>Share Services</U>. Transfer Agent shall perform the Services set forth in the Fee and Service Schedule (&#147;<B>Fee and Service Schedule</B>&#148;)
attached hereto and incorporated herein. Further, Transfer Agent shall issue and record Shares as authorized, hold Shares in the appropriate Account, and effect transfers of Shares upon receipt of appropriate documentation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.2 <U>Replacement Shares</U>. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon
receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Fund harmless, absent notice to Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue
replacement Shares for mutilated certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from Fund to issue replacement Shares for those certificates alleged to have been lost,
stolen or destroyed in lieu of an open penalty bond. Transfer Agent shall charge Shareholders an administrative fee for replacement of lost certificates, which shall be charged only once in instances where a single surety bond obtained covers
multiple certificates. Transfer Agent may receive compensation, including in the form of surety premiums, for administrative services provided in connection with surety programs offered to Shareholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.3 <U>Internet Services</U>. Transfer Agent shall make available to Fund and Shareholders, through its web
sites, including but not limited to <U>www.computershare.com</U> (collectively, &#147;<B>Web Site</B>&#148;), online access to certain Account and Shareholder information and certain transaction capabilities (&#147;<B>Internet Services</B>&#148;),
subject to Transfer Agent&#146;s security procedures and the terms and conditions set forth herein and on the Web Site. Transfer Agent provides Internet Services &#147;as is,&#148; on an &#147;as available&#148; basis, and hereby specifically
disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or
course of performance. Transfer Agent shall at all times use reasonable care in performing Internet Services under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.4 <U>Proprietary
Information</U>. Fund agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software (including methods or concepts used therein, source code, object code, or related technical information)
and documentation manuals furnished to Fund by Transfer Agent as part of the Services are under the control and ownership of Transfer Agent or a third party (including its affiliates) and constitute copyrighted, trade secret, or other proprietary
information (collectively, &#147;<B>Proprietary Information</B>&#148;). Shareholder Data is not Proprietary Information. Fund agrees that Proprietary Information is of substantial value to Transfer Agent or other third party and will treat all
Proprietary Information as confidential in accordance with Section&nbsp;11 of this Agreement. Fund shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section&nbsp;3.4. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.5 <U>Third Party Content</U>. Transfer Agent may provide real-time or delayed quotations and other market information and messages (&#147;<B>Market
Data</B>&#148;), which Market Data is provided to Transfer Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Fund
agrees and acknowledges that Transfer Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.6 <U>Lost Shareholders; <FONT STYLE="white-space:nowrap">In-Depth</FONT> Shareholder Search</U>. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Transfer Agent shall conduct such database searches to locate lost Shareholders as are required by Rule <FONT
STYLE="white-space:nowrap">17Ad-17</FONT> under the Securities Exchange Act of 1934, as amended (&#147;<B>1934 Act</B>&#148;), without charge to the Shareholder.&nbsp;If a new address is so obtained in a database search for a lost Shareholder,
Transfer Agent shall conduct a verification mailing and update its records for such Shareholder accordingly. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Computershare may facilitate the performance of a more <FONT STYLE="white-space:nowrap">in-depth</FONT> search
for the purpose of (i)&nbsp;locating lost Shareholders for whom a new address is not obtained in accordance with clause (a)&nbsp;above, (ii)&nbsp;identifying Shareholders who are deceased (or locating the deceased Shareholder&#146;s estate
representative, heirs or other party entitled to act with respect to such Shareholder&#146;s account (&#147;<B>Authorized Representative</B>&#148;)), and (iii)&nbsp;locating Shareholders whose Accounts contain an uncashed check older than 180 days,
in each case using the services of a locating service provider selected by Computershare, which service provider may be an affiliate of Computershare.&nbsp;Such provider may compensate Computershare for processing and other services that
Computershare provides in connection with such <FONT STYLE="white-space:nowrap">in-depth</FONT> search, including providing Computershare a portion of its service fees. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Upon locating any Shareholder (or such Shareholder&#146;s Authorized Representative) pursuant to clause
(b)&nbsp;above, the locating service provider shall clearly identify to such Shareholder (or such Shareholder&#146;s Authorized Representative) all assets held in such Shareholder&#146;s account.&nbsp;Such provider shall inform any such located
Shareholders (or such Shareholder&#146;s Authorized Representative) that such Shareholder (or such Shareholder&#146;s Authorized Representative) may choose either (i)&nbsp;to contact Transfer Agent directly to obtain the assets in such account, at
no charge other than any applicable fees to replace lost certificates, if applicable, or (ii)&nbsp;to use the services of such provider for a processing fee, which may not exceed 20% of the asset value of such Shareholder&#146;s property where the
registered Shareholder is living, deceased, or not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the applicable state jurisdiction.&nbsp;If Fund selects a locating service provider other than one selected by Computershare, then Transfer Agent shall not be responsible for the terms of any agreement between such
provider and Fund and additional fees may apply. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Pursuant to Section&nbsp;2.7(c) of this Agreement, Fund hereby authorizes and instructs Transfer Agent to
provide a Shareholder file or list of those Shareholders not located following the required Rule <FONT STYLE="white-space:nowrap">17Ad-17</FONT> searches to any service provider administering any <FONT STYLE="white-space:nowrap">in-depth</FONT>
shareholder location program on behalf of Transfer Agent or Fund. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>4. <U>PLAN SERVICES</U>. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4.1 Trust Company shall perform all services under the Plans, as the administrator of such Plans, with the exception of payment processing for which
Computershare has been appointed as agent by Fund, and certain other services that Trust Company may subcontract to Computershare as permitted by applicable law (<I>e.g.</I>, ministerial services). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4.2 Transfer Agent shall act as agent for Shareholders pursuant to the Plans in accordance with the terms and conditions of such Plans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>5. </B><B><U>COMPUTERSHARE DIVIDEND DISBURSING AND PAYMENT SERVICES</U></B>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.1 <U>Declaration of Dividends</U>. Upon receipt of written notice from an Authorized Person declaring the payment of a dividend, Computershare shall
disburse such dividend payments to Shareholders provided that Fund furnishes Computershare with sufficient funds one day in advance of the applicable payable date. The payment of such funds to Computershare for the purpose of being available for the
payment of dividends from time to time is not intended by Fund to confer any rights in such funds on Shareholders whether in trust, contract, or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.2 <U>Stop Payments</U>. Fund hereby authorizes Computershare to stop payment of checks issued in payment of sales proceeds and of dividends, if applicable,
but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot
be produced by them for presentation and collection, and Computershare shall issue and deliver duplicate checks in replacement thereof, and Fund shall indemnify Transfer Agent against any loss or damage resulting from reissuance of the checks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.3 <U>Tax Withholding</U>.&nbsp;Fund hereby authorizes Computershare to deduct from all payments of sales proceeds and of dividends declared by Fund and
disbursed by Computershare to Shareholders, if applicable, the tax required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal or state statutes
subsequently enacted, and to make the necessary returns and payment of such tax to the relevant taxing authority.&nbsp;Fund will provide withholding and reporting instructions to Computershare from time to time as relevant, and upon request of
Computershare. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.4 <U>Plan Payments</U>. If applicable, Fund hereby authorizes Computershare to receive all payments made to Fund (<I>i.e.</I>, optional
cash purchases) or Transfer Agent under the Plans and make all payments required to be made under such Plans, including all payments required to be made to Fund. For optional cash purchases, in the event funds are unavailable for any reason
(including, without limitation, due to a rejection or reversal of the payment), Computershare shall sell the Shares purchased and any gain thereon shall accrue to Computershare. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.5 <U>Bank Accounts</U>. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance
of Services (the &#147;<B>Monies</B>&#148;) shall be held by Computershare as agent for Fund and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Fund.&nbsp;Until paid pursuant to this Agreement,
Computershare may hold or invest the Monies </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">through such Accounts in: (a)&nbsp;obligations of, or guaranteed by, the United States of America;
(b)&nbsp;commercial paper obligations rated <FONT STYLE="white-space:nowrap">A-1</FONT> or <FONT STYLE="white-space:nowrap">P-1</FONT> or better by Standard&nbsp;&amp; Poor&#146;s Corporation (&#147;<B>S&amp;P</B>&#148;) or Moody&#146;s Investors
Service, Inc. (&#147;<B>Moody&#146;s</B>&#148;), respectively; (c)&nbsp;AAA rated money market funds that comply with Rule <FONT STYLE="white-space:nowrap">2a-7</FONT> of the Investment Company Act of 1940; or (d)&nbsp;demand deposit accounts, short
term certificates of deposit, bank repurchase agreements or bankers&#146; acceptances, of commercial banks with Tier 1 capital exceeding $1&nbsp;billion or with an average rating above investment grade by S&amp;P (LT Local Issuer Credit Rating),
Moody&#146;s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.).&nbsp;Computershare shall have no responsibility or liability for any diminution of the Monies that may result from any
deposit or investment made&nbsp;by Computershare in accordance with this paragraph, including&nbsp;any losses resulting from a default by any bank, financial institution or other third party.&nbsp;Computershare may from time to time receive
interest, dividends or other earnings in connection with such deposits or investments.&nbsp;Computershare shall not be obligated to pay such interest, dividends or earnings to Fund, any Shareholder or any other party. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>6. </B><B><U>ADDITIONAL SERVICES</U></B><B>. </B>To the extent that Fund elects to engage any entity other than Transfer Agent (&#147;<B>Vendor</B>&#148;)
to provide any additional services (<I>e.g.</I>, plans, restricted stock, corporate actions, etc.), Fund shall give Transfer Agent or its affiliates an opportunity to bid on such services upon the same terms and conditions as Vendor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>7. <U>FEES AND EXPENSES</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.1 <U>Fee and Service
Schedules</U>. Fund agrees to pay Transfer Agent the fees and expenses for Services performed pursuant to this Agreement as set forth in the Fee and Service Schedule. At least ninety (90)&nbsp;days before the expiration of the Initial Term (as
defined below) or a Renewal Term (as defined below), whichever is applicable, the parties to this Agreement will agree upon a new fee schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon, the fees will increase as set forth
in the Term Section of the Fee and Service Schedule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.2
<U><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Out-of-Balance</FONT></FONT> Conditions</U>. If any <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-balance</FONT></FONT> condition caused by Fund or any
of its prior agents arises during any term of this Agreement, Fund will, promptly upon Transfer Agent&#146;s request, provide Transfer Agent with funds or Shares sufficient to resolve the <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">out-of-balance</FONT></FONT> condition. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.3 <U>Invoices</U>. Fund agrees to pay all fees and expenses within 30 days of the
date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such dispute, Fund must promptly notify Transfer Agent of such dispute and may only withhold that portion of the fee or
expense subject to such dispute. Fund shall settle such disputed amounts within five (5)&nbsp;business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such
disputed amounts shall be settled as may be required by law or legal process. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.4 <U>Late Payments</U>. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">If any undisputed amount in an invoice of Transfer Agent is not paid within 30 days after the date of such
invoice, Transfer Agent may charge Fund interest thereon (from the due date to the date of payment) at a monthly rate equal to one and a half percent (1.5%). Notwithstanding any other provision hereof, such interest rate shall be no greater than
permitted under applicable law. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The failure by Fund to (i)&nbsp;pay the undisputed portion of an invoice within 90 days after the date of such
invoice or (ii)&nbsp;timely pay the undisputed portions of two consecutive invoices shall constitute a material breach of this Agreement by Fund. Notwithstanding terms to the contrary in Section&nbsp;12.2 below, Transfer Agent may terminate this
Agreement for such material breach immediately and shall not be obligated to provide Fund with 30 days to cure such breach. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.5
<U>Transaction Taxes</U>. Fund is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, &#147;<B>Transaction Taxes</B>&#148;).&nbsp;Computershare is responsible for collecting and
remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
such Transaction Taxes.&nbsp;Computershare shall invoice Fund for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services.&nbsp;Fund shall pay such
Transaction Taxes according to the terms in Section&nbsp;7.3.&nbsp;Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Fund.&nbsp;To the extent that Fund provides
Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Fund, invoices issued for Services provided after Computershare&#146;s receipt of such
certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license
taxes, taxes relating to Computershare&#146;s personnel, and taxes based on Computershare&#146;s net income or gross revenues relating to Services. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>8.
<U>REPRESENTATIONS AND WARRANTIES</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8.1 Transfer <U>Agent</U>. Transfer Agent represents and warrants to Fund that: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Governance</U>. Trust Company is a federally chartered trust company duly organized, validly existing, and
in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute,
deliver and perform this Agreement; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Compliance with Laws</U>. The execution, delivery and performance of this Agreement by Transfer Agent has
been duly authorized by all necessary action, constitutes a legal, valid and binding obligation of Transfer Agent enforceable against Transfer Agent in accordance with its terms, will not require the consent of any third party that has not been
given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (i)&nbsp;any existing law, ordinance, or governmental rule or regulation to which Transfer Agent is subject, (ii)&nbsp;any judgment,
order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Transfer Agent, (iii)&nbsp;Transfer Agent&#146;s incorporation documents or
<FONT STYLE="white-space:nowrap">by-laws,</FONT> or (iv)&nbsp;any material agreement to which Transfer Agent is a party. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Trust Company is duly registered as a transfer agent under Section&nbsp;17A(c)(2) of the Securities Exchange
Act of 1934, as amended, and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Trust Company has and will continue to have access to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8.2 <U>Fund</U>. Fund represents and warrants to Transfer Agent that: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Governance</U>. It is duly organized, validly existing and in good standing under the laws of its state of
domicile, and it has full power, authority and legal right to enter into and perform this Agreement; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Compliance with Laws</U>. The execution, delivery and performance of this Agreement by Fund has been duly
authorized by all necessary action, constitutes a legal, valid and binding obligation of Fund enforceable against Fund in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate,
conflict with or result in the breach of any material term, condition or provision of (i)&nbsp;any existing law, ordinance, or governmental rule or regulation to which Fund is subject, (ii)&nbsp;any judgment, order, writ, injunction, decree or award
of any court, arbitrator or governmental or regulatory official, body or authority applicable to Fund, (iii)&nbsp;Fund&#146;s organizational documents or <FONT STYLE="white-space:nowrap">by-laws,</FONT> (iv)&nbsp;any material agreement to which Fund
is a party, or (v)&nbsp;any applicable stock exchange rules; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Securities Laws</U>. Registration statements under the 1933 Act and the 1934 Act have been filed and are
currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all Shares being offered for sale except for any Shares which
are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1934 Act and state securities laws; Fund will immediately notify Transfer Agent of any information to the contrary;
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Shares</U>. The Shares issued and outstanding on the date hereof have been duly authorized, validly issued
and are fully paid and are <FONT STYLE="white-space:nowrap">non-assessable;</FONT> and any Shares to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be
<FONT STYLE="white-space:nowrap">non-assessable;</FONT> and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(e)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Facsimile Signatures</U>. The use of facsimile signatures by Transfer Agent in connection with the
countersigning and registering of Share certificates has been duly authorized by Fund and is valid and effective. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>9.
<U>INDEMNIFICATION AND LIMITATION OF LIABILITY</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">9.1 <U>Standard of Care and Liability</U>. Transfer Agent shall at all times act in good faith
and agrees to use its best efforts within reasonable limits to ensure the accuracy of all Services performed under this Agreement. Transfer Agent shall only be liable for any loss or damage as a result of Transfer Agent&#146;s gross negligence or
willful misconduct; provided that any liability of Transfer Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Fund to Transfer Agent during the twelve (12)&nbsp;months immediately preceding the event for
which recovery from Transfer Agent is being sought. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">9.2 <U>Indemnity</U>. Fund shall indemnify and hold Transfer Agent harmless from and against, and
Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, &#147;<B>Losses</B>&#148;) arising out of or attributable to Transfer Agent&#146;s
duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section&nbsp;9.1 above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>10. </B><B><U>DAMAGES</U></B><B>.</B> Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any
incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such
damages. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>11. <U>CONFIDENTIALITY</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.1 <U>Use
and Disclosure</U>. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not
less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party&#146;s prior consent. However, each party may disclose relevant
aspects of the other party&#146;s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not
prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a)&nbsp;the security and confidentiality of Confidential Information; (b)&nbsp;against any
threats or hazards to the security and integrity of Confidential Information; and (c)&nbsp;against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this
Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section&nbsp;11. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.2 <U>Required or Permitted Disclosure</U>. In the event that any requests or demands are made for the disclosure of Confidential Information, other than
requests to Transfer Agent for Shareholder records pursuant to subpoenas from state or federal government authorities (<I>e.g.</I>, probate, divorce and criminal actions), the party receiving such request will promptly notify the other party to
secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or
court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required
by law or court order. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.3 <U>Unauthorized Disclosure</U>. As may be required by law and without limiting any party&#146;s rights in
respect of a breach of this Section&nbsp;11, each party will promptly: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">notify the other party in writing of any unauthorized possession, use or disclosure of the other party&#146;s
Confidential Information by any person or entity that may become known to such party; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">furnish to the other party full details of the unauthorized possession, use or disclosure; and
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="3%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or
disclosure of Confidential Information. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.4 <U>Costs</U>. Each party will bear the costs it incurs as a result of compliance with this
Section&nbsp;11. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>12. <U>TERM AND TERMINATION</U>. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.1 <U>Term</U>. The initial term of this Agreement shall be three (3)&nbsp;years from the Effective Date (&#147;<B>Initial Term</B>&#148;) unless terminated
pursuant to the provisions of this Section&nbsp;12. This Agreement will renew automatically from year to year (each a &#147;<B>Renewal Term</B>&#148;), unless a terminating party gives written notice to the other party not less than ninety
(90)&nbsp;days before the expiration of the Initial Term or Renewal Term, whichever is in effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.2 <U>Termination for Cause</U>. This Agreement may
be terminated at any time by any party (i)&nbsp;upon a material breach of a representation, covenant or term of this Agreement by any other party which is not cured within thirty (30)&nbsp;days after receipt of written notice thereof from the
terminating party or (ii)&nbsp;if any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against any other party, such other party shall become insolvent or shall cease paying its obligations as they become due
or such other party shall make any assignment for the benefit of its creditors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.3 <U>Fees and Expenses</U>. Upon termination or expiration of this
Agreement for any reason, including any termination of this Agreement with respect to any Fund, or termination due to liquidation, Fund shall pay to Transfer Agent on or before the effective date of such termination or expiration (a)&nbsp;all fees
and expenses due and payable to Transfer Agent up to and including the date of such termination or expiration, and (b)&nbsp;in connection with the movement of records, materials, and services to Fund or the successor agent, (i)&nbsp;all reasonable
expenses and (ii)&nbsp;a conversion fee in an amount equal to 10% of the aggregate fees (not including expenses) incurred by Fund during the immediately preceding twelve (12)&nbsp;month period, for the standard conversion services listed on the
attached Schedule B to this Agreement; provided, however, the fee under this Section&nbsp;12.3(b)(ii) shall in no event be less than $5,000.00.&nbsp;In the event any of the extended conversion services listed on Schedule B are requested by Fund, the
fee for each extended conversion service will be $2,500.00. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.4 <U>Early Termination</U>. Notwithstanding anything in this Agreement to the contrary, if
this Agreement is terminated prior to the expiration of the then-current term (a)&nbsp;by Fund for any reason other than pursuant to Section&nbsp;12.2 above, including but not limited to, Fund&#146;s liquidation, acquisition, merger or
restructuring, or (b)&nbsp;by Transfer Agent pursuant to Section&nbsp;12.2 above, then, in addition to the payments required in Section&nbsp;12.3 above, Fund shall pay to Transfer Agent all fees accelerated through the end of, and including all
months that would have remained in, the then-current term at the time of termination. Such fees will be calculated using the rates, volumes, and Services in effect as of the termination date. If Fund does not provide notice of early termination
within the time period referenced in Section&nbsp;12.1 above, Transfer Agent shall make a good faith effort, but cannot guarantee, to convert Fund&#146;s records on the date requested by Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>13. </B><B><U>ASSIGNMENT</U></B><B>.</B> Neither this Agreement nor any rights or obligations hereunder may be assigned by Fund or Transfer Agent without
the written consent of the other, such consent not to be unreasonably withheld; provided, however, that Transfer Agent may, without further consent of Fund, assign any of its rights and obligations hereunder to any affiliated transfer agent
registered under Rule <FONT STYLE="white-space:nowrap">17Ac2-1</FONT> promulgated under the 1934 Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>14. <U>SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES</U>. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">14.1 <U>Subcontractors</U>. Transfer Agent may, without further consent of Fund, subcontract with (a)&nbsp;any affiliates, or (b)&nbsp;unaffiliated
subcontractors for such services as may be required from time to time (<I>e.g.</I>, lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Transfer Agent shall be as fully responsible to Fund for the acts
and omissions of any subcontractor as it is for its own acts and omissions under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">14.2 <U>Unaffiliated Third Parties</U>. Nothing herein
shall impose any duty upon Transfer Agent in connection with or make Transfer Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section&nbsp;14.1 of this Agreement) such as, by
way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Transfer Agent selected such company, Transfer Agent exercised due care in selecting the same. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>15. <U>MISCELLANEOUS</U>. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.1 <U>Notices</U>. Any
notice or communication by Transfer Agent or Fund to the other pursuant to this Agreement is duly given if in writing and delivered in person or sent by overnight delivery service or first class mail, postage prepaid, to the other&#146;s address:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="96%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If&nbsp;to&nbsp;Fund:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[<B>COMPANY NAME</B>]</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">[<B>COMPANY CONTACT
INFORMATION</B>]</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If&nbsp;to&nbsp;Transfer&nbsp;Agent:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Computershare Trust Company, N.A.</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">250 Royall
Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Canton, MA 02021</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Attn: General Counsel</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.2 <U>No Expenditure of Funds</U>. No provision of this Agreement shall require Transfer Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.3 <U>Successors</U>. All the covenants and provisions of this Agreement by or for the benefit of Fund or
Transfer Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.4 <U>Amendments</U>. This Agreement may be
amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.5 <U>Severability</U>. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to
be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.6 <U>Governing Law; Jurisdiction</U>. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of
law. The parties irrevocably (a)&nbsp;submit to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in
any action or proceeding arising out of or relating to this Agreement, (b)&nbsp;waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such
action or proceeding, and (c)&nbsp;waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. Transfer Agent shall not be required hereunder to comply with the
laws or regulations of any country other than the United States of America or any political subdivision thereof. Transfer Agent may consult with foreign counsel, at Fund&#146;s expense, to resolve any foreign law issues that may arise as a result of
Fund or any other party being subject to the laws or regulations of any foreign jurisdiction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.7 <U>Force Majeure</U>. Notwithstanding anything to the contrary contained herein, Transfer Agent shall not be
liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.8 <U>Third Party Beneficiaries</U>. The provisions of this Agreement are intended to benefit only Transfer Agent, Fund and their respective permitted
successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.9 <U>Survival</U>. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and
protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.10 <U>Priorities</U>. In the event
of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.11 <U>Merger of Agreement</U>. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect
to the subject matter hereof, whether oral or written. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.12 <U>No Strict Construction</U>. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.13 <U>Descriptive Headings</U>. Descriptive headings
contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.14 <U>Counterparts</U>. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original
signature. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>16. </B><B><U>LIMITATION OF LIABILITY</U></B><B>. </B>For each Fund that is a Massachusetts business trust, the Fund&#146;s Declaration of
Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed on behalf of each such Fund by the Fund&#146;s officers as officers and not individually. The obligations imposed upon each such Fund by this
Agreement are not binding upon any of the Fund&#146;s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[The remainder of page intentionally left blank.] </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by one of its officers
thereunto duly authorized, all as of the Effective Date. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="5%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="5%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="41%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Computershare Inc. and</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Computershare Trust Company, N.A.</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><B>On behalf of each of the Nuveen <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies listed on Schedule A hereto</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Martin J. McHale, Jr.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Tina M. Lazar</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Martin J. McHale, Jr.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Tina M. Lazar</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">President, U.S. Equity Services</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[SIGNATURE PAGE TO TRANSFER AGENCY AND SERVICE AGREEMENT] </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUNDS </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="78%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="8%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="10%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" STYLE="border-bottom:1.00px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Fund Name</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>CPU&nbsp;COY</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cusip&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NUV</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670928100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CA Municipal Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NCA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67062C107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NY Municipal Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NNY</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67062M105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMI</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67062J102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen PA Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NQP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670972108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen MI Quality Income Municipal Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NUM</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670979103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen OH Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NUO</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670980101</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen TX Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NTX</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670983105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67062F100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXQ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67063C106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CA Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Inc Portfolio</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67063R103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Ins NY Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Inc Portfolio</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXN</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67063V104</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Select <FONT STYLE="white-space:nowrap">Tax-Free</FONT> Income Portfolio 3</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXR</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67063X100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Select Maturities Municipal Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NIM</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061T101</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Enhanced <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Credit Opportunites
Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NVG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67071L106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Credit Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NZF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67070X101</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NEA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670657105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NY <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NRK</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670656107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CA <FONT STYLE="white-space:nowrap">AMT-Free</FONT> Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NKX</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670651108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Floating Rate Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JFR</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072T108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Floating Rate Income Opportunity Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JRO</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706EN100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen AZ Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NAZ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061W104</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen MD Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMY</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061Q107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen MA Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061E104</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen VA Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NPV</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67064R102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CT Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NTC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060D107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen MO Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NOM</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060Q108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NC Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NNC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060P100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Dividend Advantage Municipal Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NAD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066V101</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NY Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NAN</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066X107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CA Dividend Advantage Municipal Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NAC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066Y105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Senior Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NSL</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67067Y104</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NJ Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NXJ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67069Y102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Real Estate Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JRS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67071B108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen GA Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NKG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072B107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Quality Preferred Income Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072C105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Preferred and Convertible Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67073B106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Preferred and Convertible Income Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JQC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67073D102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Diversified Dividend and Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JDD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706EP105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal High Income Opportunity Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMZ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670682103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Total Return Strategy Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JTA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67090H102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen S&amp;P 500 <FONT STYLE="white-space:nowrap">Buy-Write</FONT> Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPZ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706ER101</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="78%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="8%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="10%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" STYLE="border-bottom:1.00px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Fund Name</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>CPU&nbsp;COY</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cusip&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen S&amp;P 500 Dynamic Overwrite Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706EW100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Core Equity Alpha Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JCE</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67090X107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen <FONT STYLE="white-space:nowrap">Tax-Advantaged</FONT> Dividend Growth Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JTD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67073G105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal Value Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NUW</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670695105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NY Municipal Value Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NYVF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670706100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen CA Municipal Value Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NCB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706EB106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen PA Municipal Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NPN</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074K105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NJ Municipal Value</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NJV</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670702109</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Enhanced Municipal Value Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NEVF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074M101</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Mortgage Opportunity Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JLS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670735109</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Mortgage Opportunity Term Fund 2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JMT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074R100</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Build America Bond Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NBB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074C103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Build America Bond Opportunity Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NBDF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074Q102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NASDAQ 100 Dynamic Overwrite Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">QQQF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670699107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Energy MLP Total Return Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JMF</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074U103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Short Duration Credit Opportunity Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JSD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074X107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Real Asset Income and Growth Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JRI</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074Y105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Preferred and Income Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPI</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075A106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Intermediate Duration Municipal Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NID</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670671106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Intermediate Duration Quality Municipal Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NIQ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670677103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen All Cap Energy MLP Opportunities Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JMLP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075 E108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Multi-Market Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JMM</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075J107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Diversified Real Asset Income</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">DRA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">25533B108</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen MN Quality Municipal Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670734102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Global High Income Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JGH</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075G103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Dow 30 Dynamic Overwrite Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">DIAX</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075F105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen High Income 2020 Target Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JHY</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075L102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen High Income Dec 2018 Target Term</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JHA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075P103</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Municipal 2021 Target Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NHA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670687102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen High Income Nov 2021 Target Term</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JHB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67077N106</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen High Income Dec 2019 Target Term</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JHD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6 7076E107</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Preferred&nbsp;&amp; Income 2022 Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JPT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075T105</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Credit Opportunity 2022 Target Term Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JCO</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67075U102</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JFRT Term Preferred Shares Series 2027</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JFRT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072TAD0</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JROT Term Preferred Shares Series 2027</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JROT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706ENAC4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NADR Var Rate MuniFund Term 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NADR</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066V838</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Var Rate Munifund Term PFD <FONT STYLE="white-space:nowrap">2019-1</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NADT</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066V820</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NEAR Var Rate MuniFund Term 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NEAR</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670657840</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Variable Rate MuniFund Series 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NIQP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670677111</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NUM Var Rate MuniFund Series 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NUMW</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670979806</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NZF Var Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NZFW</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67070X853</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NAD Variable Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNAD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066V887</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NAN Variable Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNAN</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066X800</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NAZ Var Rate MuniFund Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNAZ</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061W807</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NEA Variable Rate MuniFund 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNEA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670657873</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Variable Rate MuniFund Term Pfd Series 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNID</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670671304</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen VNKG Var Rate MuniFund Term 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNKG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072B883</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NMS Variable Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNMS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670734409</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" STYLE="border-bottom:1.00px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Fund Name</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>CPU&nbsp;COY</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00px solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cusip&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NMY Variable Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNMY</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67061Q867</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NNC Variable Rate MuniFund Term Pfd 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNNC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060P878</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen VNQP Var Rate MuniFund Term 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNQP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670972868</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen VNTC Var Rate MuniFund Term 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">VNTC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060D859</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JFRP Term Pfd Shares 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JFRP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072TAA6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JROP Term Pfd Shr Series 2023</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JROP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706ENAA8</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NAC Variable Rate MuniFund Term Preferred 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NACV</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67066Y857</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Variable Rate MuniFund Term Pfd Series 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NMZX</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">670682806</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Munifund Variable Rate Preferred Series 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NOMV</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67060Q405</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen NSL Term Preferred Shares Series 2021</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">NSLP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67067YAA2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JSD Term Preferred Shares Series 2020</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">PJSD</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67074XAA5</TD></TR>
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<TD VALIGN="bottom" ALIGN="center">VNHA</TD>
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<TD VALIGN="bottom" ALIGN="center">670687201</TD></TR>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen Variable Rate MuniFund Term Preferred shares Series 2018</P></TD>
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<TD VALIGN="bottom" ALIGN="center">VNVG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67071L874</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JFRR Term Preferred Shares Series 2022</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">JFRR</TD>
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<TD VALIGN="bottom" ALIGN="center">67072TAC2</TD></TR>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JROR Term Preferred Shares Series 2022</P></TD>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen PJRO Term Preferred Shares <FONT STYLE="white-space:nowrap">2022-1</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">PJRO</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6706ENAD2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Nuveen JFR MuniFund Term Preferred Shares 2024</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">PJFR</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">67072TAE8</TD></TR>
</TABLE>
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<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>7
<FILENAME>d47790dex99n.htm
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<HTML><HEAD>
<TITLE>Consent of PricewaterhouseCoopers LLP</TITLE>
</HEAD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit n </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We hereby consent to the use in this Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2</FONT> of Nuveen Core Plus Impact Fund of our report
dated March&nbsp;25,&nbsp;2021, relating to the financial statements of Nuveen Core Plus Impact Fund, which appears in such Registration Statement. We also consent to the references to us under the headings &#147;Experts&#148; and &#147;Legal
opinions and experts&#148; in such Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">/s/ PricewaterhouseCoopers LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chicago, Illinois </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">March 25, 2021 </P>
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<DOCUMENT>
<TYPE>EX-99.R.1
<SEQUENCE>8
<FILENAME>d47790dex99r1.htm
<DESCRIPTION>CODE OF ETHICS AND REPORTING REQUIREMENTS OF NUVEEN
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<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b">Nuveen Compliance | 13&nbsp;August 2020</FONT></TD></TR>
</TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:36pt; margin-bottom:0pt; font-size:21pt; font-family:Times New Roman" ALIGN="justify"><FONT COLOR="#002f3b"><B>Code of
Ethics</B> </FONT></P> <P STYLE="margin-top:36pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>SUMMARY AND SCOPE </B></FONT></P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>What the Code is about </B></FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests. </FONT></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>Who the Code applies to and what the implications are </B></FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">This Code applies to individuals in the following categories: </FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who
are based outside of Portland, Oregon). </FONT></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Employees of any <FONT STYLE="white-space:nowrap">US-registered</FONT> investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc.
</FONT></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
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<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise. </FONT></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office. </FONT></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics
and are not subject to this one. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">For individuals who are subject to the Code, there are two designations with different
implications: Access Person and Investment Person. </FONT></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>ACCESS PERSON </B></FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to <FONT
STYLE="white-space:nowrap">non-public</FONT> information about securities transactions and other investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios. </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Key characteristics of this designation. </B>An individual may be considered an Access Person of multiple advisers affiliated with
Nuveen, or of only one. If your regular duties give you access to <FONT STYLE="white-space:nowrap">non-public</FONT> information, or you are an officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored
only against the trading activity of the specific adviser(s) or Affiliated Funds with which you are involved. For other employees, personal
</FONT></P></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">trading is typically monitored against the trading activities of all advisers affiliated
with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are monitored against has a pending buy or sell order for that
security. </FONT></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>INVESTMENT PERSON </B></FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">An Access Person who meets any of the following criteria will in addition be considered an Investment Person: </FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities
in any Affiliate-Advised Account or Portfolio. </FONT></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
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<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">The Access Person has been designated an Investment Person by the Nuveen Ethics Office. </FONT></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Key characteristics of this designation. </B>The vast majority of Investment Persons are employees of Nuveen&#146;s affiliated
investment advisers. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">An Investment Person is prohibited from transacting in securities during the period starting 7 calendar
days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Person&#146;s personal transactions will be reviewed for conflicts in the period
starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as
determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was <FONT STYLE="white-space:nowrap">pre-cleared.</FONT> </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which
they have been designated an Investment Person. </FONT></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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CONTACT</B></FONT></P></TD></TR>


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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>&nbsp;&nbsp;&nbsp;&nbsp;Nuveen Ethics Office (Americas)</B></FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9.5pt">
<TD VALIGN="top"><FONT COLOR="#002f3b">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hotline: </FONT><FONT COLOR="#009bbc">1 800 842 2733</FONT><FONT COLOR="#002f3b"> extension 22-5599</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9.5pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#009bbc">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;nuveenethicsoffice@nuveen.com</FONT></P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
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<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #40b89f; font-size:1pt; font-family:Times New Roman" ALIGN="right"><FONT COLOR="#002f3b">&nbsp;</FONT></P></TD></TR></TABLE>
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<DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>Important to understand </B></FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Some of our affiliated investment advisers may have policies of their own that impose additional rules on the same topics covered in
this Code. </B>Check with your manager or local/designated Chief Compliance Officer (CCO) if you have questions. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Personal
trading is a privilege, not a right. </B>Nuveen Employees are expected to follow the law and adhere to the highest standards of behavior&#151;including with respect to personal trading. Any violation of the Code could have severe adverse effects on
you, your <FONT STYLE="white-space:nowrap">co-workers,</FONT> and Nuveen. You may be held personally liable for your conduct and be subject to fines, regulatory sanctions, and even criminal penalties. Because Nuveen can restrict your trading or take
actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b"><B>Some requirements in this Code apply to Household Members. </B>Each Household Member (see &#147;Terms with Special Meanings&#148; at right) is subject to the same restrictions and requirements that apply to his/her related Nuveen
Employee. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>The Code does not address every ethical issue that might arise. </B>If you have any doubt at all after
consulting the Code, contact the Nuveen Ethics Office for direction. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>The Code applies to appearance as well as substance.
</B>Always consider how any action might appear to an outside observer (such as a client or regulator). </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>You are expected
to follow the Code both in letter and in spirit. </B>Literal compliance, such as <FONT STYLE="white-space:nowrap">pre-clearing</FONT> a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If
you have questions about how to comply with this Code, consult the Nuveen Ethics Office. </FONT></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;
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<TD VALIGN="bottom" COLSPAN="3"><FONT STYLE="font-size:10pt" COLOR="#002f3b"><B>TERMS WITH SPECIAL MEANINGS</B></FONT></TD>
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<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b">Within this policy, these terms are defined as follows:</FONT></TD>
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<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Affiliate-Advised Account or Portfolio </B>Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Affiliated Fund </B>Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by
Nuveen.</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Automatic Investment Plan</B> Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and
allocation.</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="4"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"></P> <P STYLE="font-size:3pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Beneficial Ownership </B>Any interest by which you or any Household Member&#151;directly or
indirectly&#151;derives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion.</FONT></P> <P STYLE="font-size:3pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">You have Beneficial Ownership of securities held in accounts in your own name, or any Household Member&#146;s name, and in all other
accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling
arrangements. <B></B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Code </B>This Code of Ethics.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Domestic Partner </B>An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen
Employee.</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Federal Securities Laws </B>The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of
the Treasury:</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Securities Act of 1933.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Securities Exchange Act of
1934.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Investment Company Act of
1940.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Investment Advisers Act of
1940.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Sarbanes-Oxley Act of 2002.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Title V of the Gramm-Leach-Bliley
Act.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;The Bank Secrecy Act.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9.5pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT COLOR="#002f3b"><B>Household Member </B>Any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee:</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Spouse or Domestic Partner.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Sibling.</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Child, stepchild, grandchild.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8195;&#8202;Parent,&nbsp;stepparent, grandparent.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.50em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><FONT STYLE="white-space:nowrap">&#149;&#8195;&#8202;In-laws&nbsp;(mother,</FONT>
father,&nbsp;son,&nbsp;daughter, brother, sister).</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="2"></TD>
<TD HEIGHT="2" COLSPAN="4"></TD>
<TD HEIGHT="2" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Independent Director </B>Any director or trustee of an Affiliated Fund who is not an &#147;interested
person&#148; within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended. <B></B></FONT></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Managed Account </B>Any account, including robo-advised accounts, in which you or a Household Member has Beneficial Ownership and for
which you have delegated full investment discretion in writing to a third-party broker or investment manager.</FONT></P> <P STYLE="font-size:14pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>TERMS WITH SPECIAL MEANINGS
(continued)</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
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<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Nuveen </B>Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Nuveen Employee </B>Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the
Nuveen Ethics Office.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Private Placement </B>Any offering exempt from registration under the Securities Act of 1933, such as
a private equity investment, hedge fund, or limited partnership.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Reportable Account </B>Any account for which you or a
Household Member has Beneficial Ownership AND in which securities can be bought, sold or held. This includes, among others:</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;All brokerage, IRA, custodial and trust accounts.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;All Managed Accounts.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;All 529 College Savings Plan accounts.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any Nuveen 401(k) plan account.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any 401(k) plan account from a previous employer that permits transactions in
any Reportable Security.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any direct holding in an Affiliated
Fund.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any health savings account (HSA) that permits the purchase
of any security.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any employee stock purchase plan (ESPP) or
employee stock ownership plan (ESOP).</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">The following are NOT considered Reportable
Accounts:</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Charitable giving accounts.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any 401(k) plan account or any other account held directly with a mutual fund
complex or mutual fund-only platform in which <FONT STYLE="white-space:nowrap">open-end,</FONT> <FONT STYLE="white-space:nowrap">non-Affiliated</FONT> Funds are the only possible investment.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any cash management account with a broker in which a security cannot be
purchased or sold.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Any accounts that can invest only in
cryptocurrency such as Bitcoin or Ethereum.</FONT></P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Reportable Security </B>Any security EXCEPT:</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Direct obligations of the US government (indirect obligations, such as Fannie
Mae and Freddie Mac securities, are reportable).</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Certificates of
deposit, bankers&#146; acceptances, commercial paper, and high quality short-term debt (including repurchase agreements).</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Money market funds.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><FONT STYLE="white-space:nowrap">&#149;&#8194;&#8202;Open-end</FONT> funds that are not
Affiliated Funds.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Note that
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds are Reportable Securities.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Reportable Transaction </B>Any
transaction involving a Reportable Security EXCEPT:</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Transactions
in Managed Accounts. <I></I>Section<I>&nbsp;</I>16 Persons:<I> </I>Transactions involving Nuveen <FONT STYLE="white-space:nowrap">closed-end</FONT> funds in any of your Managed Accounts are reportable.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Transactions under an Automatic Investment Plan; note that transactions that
override the <FONT STYLE="white-space:nowrap">pre-set</FONT> schedule or allocation are reportable.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b">&#149;&#8194;&#8202;Dividends</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;Interest
Accrued</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Section</B><B></B><B>&nbsp;16 Person </B>Section&nbsp;16 of the Exchange Act and the rules thereunder impose certain
obligations on persons specified in section 30(h) of the Investment Company Act of 1940, as well as insiders of any public company that trades on a national stock exchange (such as a Nuveen <FONT STYLE="white-space:nowrap">closed-end</FONT> fund).
For purposes of Section&nbsp;16, an &#147;insider&#148; is:</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;A
director of a public company.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;A designated officer of a public
company.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;A person who beneficially owns 10% or more of any class
of equity security that is registered under Section&nbsp;12 of the Exchange Act.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;&#8202;A portfolio manager of a Nuveen
<FONT STYLE="white-space:nowrap">closed-end</FONT> fund.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Persons subject to Section&nbsp;16 include portfolio managers of the
Nuveen <FONT STYLE="white-space:nowrap">closed-end</FONT> funds.</FONT></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>GENERAL RESTRICTIONS AND REQUIREMENTS </B></FONT></P>
<P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>BASIC PRINCIPLES </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>1.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Never abuse a client&#146;s trust, rights, or interests.
</B></FONT></P></TD></TR></TABLE> <P STYLE="font-size:0pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; margin-left:19pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">This means you
must never do any of the following: </FONT></P> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="29">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Engage in any plan or action, or use any device, that would defraud or deceive a client. </FONT></TD></TR></TABLE> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="29">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Make any material statements of fact that are incorrect or misleading, either as to what they include or omit. </FONT></TD></TR></TABLE>
<P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="29">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Engage in any manipulative practice. </FONT></TD></TR></TABLE> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="29">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client&#146;s disadvantage. This would include, for
example, front-running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client&#146;s trading to enhance the
</FONT></TD></TR></TABLE></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="44" VALIGN="top" ALIGN="left" COLOR="#002f3b">&nbsp;</TD>
<TD WIDTH="1">&nbsp;</TD>
<TD VALIGN="top"><FONT COLOR="#002f3b">value of your personal holdings. </FONT></TD></TR></TABLE> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code). </FONT></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>2.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Handle conflicts of interest appropriately. </B>This applies not only to actual
conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>3.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Keep confidential information confidential. </B>Always properly safeguard any
confidential information you obtain in the course of your work. This includes confidential information related to any of the following: </FONT></P></TD></TR></TABLE> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen. </FONT></TD></TR></TABLE>
<P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="25">&nbsp;</TD>
<TD WIDTH="19" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">New products, product changes, or business initiatives.
</FONT></TD></TR></TABLE></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">

<TR>

<TD WIDTH="65%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="2%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="31%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
 4
 of 8</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:1pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #009bbc; font-size:1pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>&nbsp;</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #40b89f; font-size:1pt; font-family:Times New Roman" ALIGN="right"><FONT COLOR="#002f3b">&nbsp;</FONT></P></TD></TR></TABLE>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="19">&nbsp;</TD>
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Past, current, and prospective clients, including their identities, investments, and account activity. </FONT></TD></TR></TABLE>
<P STYLE="margin-top:2pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#147;Keeping information confidential&#148; means using discretion in disclosing information as well as guarding
against unlawful or inappropriate access by others. This includes: </FONT></P> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="19">&nbsp;</TD>
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Making sure no confidential information is visible on your computer screen and desk when you are not there. </FONT></TD></TR></TABLE>
<P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="19">&nbsp;</TD>
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Not sharing passwords with others. </FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="19">&nbsp;</TD>
<TD WIDTH="18" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the
applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information. </FONT></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>4.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Handle Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information
properly. </B>Follow all of the terms described in &#147;Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information&#148; below. Be aware that any failure to handle such information properly is a serious offense and may lead to
disciplinary action from Nuveen as well as serious civil or criminal liability. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>5.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Comply with Federal Securities Laws. </B>Any violation of these laws is punishable as
a violation of the Code. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>6.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Never do anything indirectly that, if done directly, would violate the Code. </B>Such
actions will be considered the equivalent of direct Code violations. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>7.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or
suspected wrongdoing. </B>Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the
TIAA Confidential Helpline at <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">1-877-774-6492.</FONT></FONT></FONT> Note that failure to report suspected wrongdoing in a timely fashion is itself a
violation of the Code. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B><FONT STYLE="white-space:nowrap">PRE-CLEARANCE</FONT> AND </B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>HOLDING REQUIREMENTS </B></FONT></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>8.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B><FONT STYLE="white-space:nowrap">Pre-clear</FONT> any trade in Reportable Securities,
including certain Affiliated Funds </B>(see box on next page for additional information). </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:2pt; margin-bottom:0pt; margin-left:19pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">If your trade requires <FONT STYLE="white-space:nowrap">pre-clearance,</FONT> request approval through the Protegent
PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets
until 11:59 PM local time on that day. When requesting <FONT STYLE="white-space:nowrap">pre-clearance,</FONT> follow this process:
</FONT></P></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Request <FONT STYLE="white-space:nowrap">pre-clearance</FONT> on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your <FONT
STYLE="white-space:nowrap">pre-clearance</FONT> request is accurate as to security and direction of trade. </FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.
</FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for an after-hours trading session or in
foreign markets using that day&#146;s pre-clearance approval, but you must not place any order that could remain open into the next day&#146;s trading session. </FONT></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">9.</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Hold positions in securities that are subject to
<FONT STYLE="white-space:nowrap">pre-clearance</FONT> for 60 calendar days, or be</B> <B>prepared to forfeit any gains. </B>Several things to note: </FONT></P></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You may be required to surrender any gains realized (net of commissions) through a violation of this rule. </FONT></TD></TR></TABLE>
<P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">The <FONT STYLE="white-space:nowrap">60-day</FONT> holding requirement is tested on a last- <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">in-first-out</FONT></FONT> basis,
across all of your holdings (not just within individual accounts). </FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">The <FONT STYLE="white-space:nowrap">60-day</FONT> holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable
Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and <FONT STYLE="white-space:nowrap">open-end</FONT> Affiliated Funds. Nuveen-branded or sponsored
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds are subject to the <FONT STYLE="white-space:nowrap">60-day</FONT> holding requirement. </FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You may sell the security on the 60th day after purchase, provided you obtain <FONT STYLE="white-space:nowrap">pre-clearance</FONT> or an exemption applies. </FONT></TD></TR></TABLE>
<P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You may <FONT STYLE="white-space:nowrap">re-purchase</FONT> a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period.
</FONT></TD></TR></TABLE> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies. If your preclearance has been denied, it is advisable that you contact the Nuveen
Ethics Office if you are seeking to sell at a loss within 60 days of your purchase. </FONT></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>10.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Comply with trading restrictions described in the prospectuses for all Affiliated
Funds. </B>This includes restrictions on frequent trading in shares of any <FONT STYLE="white-space:nowrap">open-end</FONT> Affiliated Fund. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>11.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B><FONT STYLE="white-space:nowrap">Pre-clear</FONT> any transaction in a Managed
Account that involves your influence. </B>You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.
</FONT></P></TD></TR></TABLE></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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 of 8</FONT></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #009bbc; font-size:1pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>&nbsp;</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #40b89f; font-size:1pt; font-family:Times New Roman" ALIGN="right"><FONT COLOR="#002f3b">&nbsp;</FONT></P></TD></TR></TABLE>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>12.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Obtain the required approvals before any transaction in a Private Placement. </B>For
any private funds advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by Nuveen, you must obtain approval for all transactions (initial investment, subsequent investment, sales/redemptions) except additional capital calls. For all other
Private Placements, you must obtain approval for initial and subsequent investments but not sales/redemptions. Approval is required even if the investment is made in a Managed Account. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center" BGCOLOR="#e2eff4">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>WHAT NEEDS TO BE
PRE-CLEARED</B></FONT></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Pre-clearance required</B><B></B></FONT></P>
<P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;All actively initiated trades in Reportable Securities, except
those listed here under &#147;No pre-clearance required.&#148;</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;The sale of restricted stock or employee stock options accrued
during prior employment or a Household Member&#146;s employment require pre-clearance. If pre- clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen
later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as
determined by the Nuveen Ethics Office.</FONT></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b"><B>Pre-clearance not required</B><B></B></FONT></P> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Shares of any open-end mutual fund (including Affiliated
Funds).</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;ETFs, ETNs, UITs (including options on ETFs
and ETNs).</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;CDs and commercial paper.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Securities acquired or disposed of through actions outside your
control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;The automatic exercise or liquidation by an exchange of a
derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Sales pursuant to a bona fide tender offer.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Trades made through an Automatic Investment Plan that have been
disclosed to the Nuveen Ethics Office in advance.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Trades in a Managed Account (except that you must pre-clear any
trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or sub-advised by Nuveen).</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Foreign currencies, including futures.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Commodity instruments.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Index options and index futures.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Direct investments in cryptocurrencies.</FONT></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
</TABLE> </DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>OTHER RESTRICTIONS </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>13.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Never knowingly trade any security being traded or considered for trade by any
Affiliate-Advised Account or Portfolio. </B>This applies to employee transactions in securities that are exempt from <FONT STYLE="white-space:nowrap">pre-clearance,</FONT> and includes equivalent or related securities. </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:20pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b">For example, if a company&#146;s common stock is being traded, you may face restrictions on trading any of the
company&#146;s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company&#146;s securities. </FONT></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>14.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Always prioritize client trades over personal trades. </B>Your fiduciary duties to
the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>15.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Do not engage in trading that involves single stock futures, uncovered short sales or
uncovered options on individual securities. </B>For any short position you must own the underlying security in equal notional value. Options are permitted only to generate income or for hedging -that is, selling calls and buying puts that are offset
by existing long positions or buying cash-covered calls and selling cash-covered puts, with the following exceptions:<B></B> </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You may buy or sell (write) uncovered long-term options (those with an expiration of 1 year or more from the date of purchase), subject to the <FONT STYLE="white-space:nowrap">60-day</FONT> holding
period. </FONT></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="15" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="2" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">Hedging with puts or with shorts against the box is permitted, subject to the 60-day holding period. This means that options on an underlying position must have an expiration date that satisfies
the underlying position&#146;s requirement to be held for at least 60 days. Note that a covered call can be written at the time you acquire the underlying position provided the expiration of the option is 60 days or more from the date you enter into
the contract. </FONT></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>16.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Never participate in an investment club or similar entity.
</B></FONT></P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>17.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Do not engage in excessive or inappropriate trading activity. </B>Never let personal
trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>18.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B><FONT STYLE="white-space:nowrap">Pre-clear</FONT> the sale of securities in a margin
account. </B>Margin accounts are permitted, however you must obtain <FONT STYLE="white-space:nowrap">pre-clearance</FONT> when selling to meet a margin call, even if the transaction is initiated by a broker.
</FONT></P></TD></TR></TABLE></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>


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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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 of 8</FONT></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #009bbc; font-size:1pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>&nbsp;</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #40b89f; font-size:1pt; font-family:Times New Roman" ALIGN="right"><FONT COLOR="#002f3b">&nbsp;</FONT></P></TD></TR></TABLE>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

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<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>19.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Never purchase an IPO without advance approval. </B>This includes Managed Accounts.
Equity IPO participation is generally prohibited, but approval may be granted in special circumstances, such as when: </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You already have equity in the company and are offered shares. </FONT></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">You are a policy holder or depositor in a company that is demutualizing. </FONT></TD></TR></TABLE>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;
</P></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">A family member has been offered shares as an employee. </FONT></TD></TR></TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b">Purchases of initial offerings of fixed income securities, convertible securities, preferred securities, open- and <FONT STYLE="white-space:nowrap">closed-end</FONT> funds, commodity pools, and secondary equity offerings are
generally permitted subject to prior approval from the Nuveen Ethics Office. </FONT></P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>
 <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center" BGCOLOR="#e2eff4">


<TR>

<TD WIDTH="49%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="49%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>MATERIAL <FONT
STYLE="white-space:nowrap">NON-PUBLIC</FONT> INFORMATION</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>What is Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information?</B></FONT></P>
<P STYLE="font-size:3pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Material
<FONT STYLE="white-space:nowrap">Non-Public</FONT> Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and <FONT STYLE="white-space:nowrap">non-public.</FONT>
Information is material if both of the following are true:</FONT></P> <P STYLE="font-size:3pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;A reasonable investor would likely consider it important when making an investment
decision.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Public release of the information would likely affect the price
of a security.</FONT></P> <P STYLE="font-size:3pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Information is
generally <FONT STYLE="white-space:nowrap">non-public</FONT> if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.</FONT></P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Restrictions and
requirements</B></FONT></P> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Any time you think you might have, or may be about to, come into possession of
Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information (whether in connection with your position at Nuveen or not), alert the Nuveen Ethics Office. Alternatively, you may alert your local/designated CCO or Legal office, who in turn
must promptly notify the Nuveen Ethics Office. Follow the instructions you are given.</FONT></P> <P STYLE="font-size:3pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:0.89em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Until you receive further instructions from the Nuveen Ethics
Office, your local/designated CCO, or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:0.89em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Never make decisions on your own regarding potential Material <FONT
STYLE="white-space:nowrap">Non-Public</FONT> Information, including whether such information is actually Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information or what steps should be taken.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:0.89em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;If the Nuveen Ethics Office, your local/designated CCO and/or Legal determine that
you have Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information:</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.78em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#150;&#8201;&#8202;Do not buy, sell, gift, or otherwise dispose of the issuer&#146;s securities,
whether on behalf of an Affiliate-Advised Account or Portfolio, yourself, or anyone else.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.78em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b">&#150;&#8201;&#8202;Do not in any way recommend, encourage, or influence others to transact in the issuer&#146;s securities, even if you do not specifically disclose or reference the Material
<FONT STYLE="white-space:nowrap">Non-Public</FONT> Information.</FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.78em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#150;&#8201;&#8202;Do
not communicate the Material <FONT STYLE="white-space:nowrap">Non-Public</FONT> Information to anyone, whether inside or outside Nuveen, except in discussions with the Nuveen Ethics Office and Legal and as expressly permitted by any confidentiality
agreement or supplemental policies and procedures of your business unit.</FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:0.89em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Please refer to Nuveen&#146;s Material Non-Public Information and Insider Trading
Policy for detailed information.</FONT></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="font-size:1pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman"><FONT COLOR="#009bbc"><B>REPORTING REQUIREMENTS </B></FONT></P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>UPON BECOMING A NUVEEN EMPLOYEE </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>20.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code.
</B>This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports. </FONT></P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>21.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Within 10 calendar days of starting at Nuveen, use PTA to report all of your
Reportable Accounts and holdings in Reportable Securities</B>. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">For each Reportable
Account that permits the purchase of Reportable Securities, upload the most recent statement, making sure that it includes information about the broker,
</FONT></P></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">
dealer, or bank through which the account is held and the type of account. For each Reportable Security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or
units held, and the principal amount (dollar value). </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">This information must be no older than 45 calendar
days before your first day of employment. </FONT></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Note that there are separate procedures for Managed Accounts, as
described below in item 24. <B>Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). </B>Limited offerings are Reportable Securities.
</FONT></P></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>


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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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 of 8</FONT></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #009bbc; font-size:1pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>&nbsp;</B></FONT></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:2.00pt solid #40b89f; font-size:1pt; font-family:Times New Roman" ALIGN="right"><FONT COLOR="#002f3b">&nbsp;</FONT></P></TD></TR></TABLE>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<DIV STYLE="position:relative;float:left; width:48%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>22.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Within 30 calendar days of starting at Nuveen, move or close any Reportable Account
that is not at an approved firm. </B>This does not include Reportable Accounts that are 401(k), HSA, ESPP/ESOP, 529 plans, or accounts held directly with a mutual fund complex or mutual fund only platform in which open-end non- Affiliated Funds are
the only possible investment. Contact the Nuveen Ethics Office if you are unsure whether your account must be held with an approved firm. The list of approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA.<B></B>
</FONT></P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Under very limited circumstances, it may be possible to obtain a waiver to keep a
Reportable Account at a <FONT STYLE="white-space:nowrap">non-approved</FONT> firm. Examples include: </FONT></P> <P STYLE="font-size:3pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">An account owned by a Household Member who works at another financial firm with comparable restrictions. </FONT></TD></TR></TABLE>
<P STYLE="font-size:3pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">An account that holds securities that cannot be transferred. </FONT></TD></TR></TABLE> <P STYLE="font-size:3pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24">&nbsp;</TD>
<TD WIDTH="10" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b">&#149;</FONT></TD>
<TD WIDTH="1" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><FONT COLOR="#002f3b">An account that cannot be moved because of a trust agreement. </FONT></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b">To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, you are required to upload statements for the account in PTA based on the frequency with which a statement is generated for the
account (e.g. monthly, quarterly). In all cases, if your accounts are not held at an approved firm, you must manually enter all executed Reportable Transactions in PTA within 5 days of execution. </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">At the discretion of the Nuveen Ethics Office, some consultants and temporary workers may not be required to move or
close Reportable Accounts. </FONT></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>WHEN OPENING ANY NEW REPORTABLE ACCOUNT (INCLUDING A MANAGED ACCOUNT) </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>23.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Get pre-approval for any new Managed Account before any trading activity commences.
</B>Using the appropriate form (available from the Nuveen Ethics Office), provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have
no direct or indirect influence or control over the securities in the account. The form must be signed by the account&#146;s broker or investment manager and by all account owners. You may be asked periodically to confirm these representations or
submit an updated form to confirm such. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Note that if the Managed Account is not
maintained at an approved firm, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office, upon request.
</FONT></P></DIV><DIV STYLE="position:relative;float:left; margin-left:3%; width:49%;padding-right:0%;padding-bottom:8pt;overflow:hidden;padding-top:3pt">

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<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>24.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B></B><B>Report any new </B><B>Reportable </B><B>Account. </B>Do this in PTA within 10
calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event. </FONT></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>EVERY QUARTER </B></FONT></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>25.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Within 30 calendar days of the end of each calendar quarter, verify in PTA that all
Reportable Transactions made during that quarter have been reported. </B>PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension or and retirement plan accounts, which you are not
required to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA prior to completing your
certification. </FONT></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>26.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B></B>For each Reportable Transaction, you must provide, as applicable, the transaction
date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of
the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or
omissions, correct or add to your list of transactions in PTA. </FONT></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>EVERY YEAR </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="24" VALIGN="top" ALIGN="left"><FONT COLOR="#002f3b"><B>27.</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:Times New Roman; " ALIGN="left"><FONT COLOR="#002f3b"><B>Within 45 calendar days of the end of each calendar year, acknowledge receipt of the
most recent version of the Code and certify in PTA as to your Annual Holdings and Accounts Report. </B></FONT></P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT
 COLOR="#002f3b">The report must contain the information described in item 20 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end. </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are
responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification. </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed
Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement. </FONT></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:18pt; font-size:9.5pt; font-family:Times New Roman"><FONT COLOR="#002f3b">You also must acknowledge any amendments to the Code that occur during the course of the year.
</FONT></P></div><div style="clear:both; height:0pt; font-size:0pt">&nbsp;</div>


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<TD VALIGN="top"><FONT COLOR="#002f3b"><B>Code of Ethics</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><B>&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT COLOR="#002f3b"> Page
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<TD VALIGN="top" BGCOLOR="#e2eff4"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>ADDITIONAL RULES FOR SECTION 16 PERSONS</B></FONT></P>
<P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Pre-clear (through PTA) any transactions in Nuveen closed-end
funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal.</FONT></P> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Pre-clear buy/sell transactions involving any Nuveen closed-end
funds within your Managed Account(s).</FONT></P> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;When selling for a gain any securities you buy that are issued
by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and
is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available.</FONT></P>
<P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;Promptly email details of all executed transactions in these
securities to the appropriate contact in Legal.</FONT></P> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; margin-right:1.11em; text-indent:-0.89em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">&#149;&#8194;See the Nuveen Funds Section 16 Policy and Procedures for
additional information.</FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">If you are
unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.</FONT></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom" BGCOLOR="#e2eff4">&nbsp;</TD>
<TD VALIGN="top" BGCOLOR="#e2eff4"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>CODE
ADMINISTRATION</B></FONT></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Training</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">You will be required to participate in training on the Code when joining Nuveen as well as periodically during the
time you are subject to the Code.</FONT></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Exceptions</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers
from a Code requirement. No waivers or exceptions that would violate any law will be granted.</FONT></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Monitoring</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">The Nuveen Ethics Office is responsible for monitoring transactions and holdings for any violations of this
Code.</FONT></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Consequences of
violation</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Any individual who
violates the Code is subject to penalty. Penalties could include, among other possibilities, a written warning, restriction of trading privileges, unwinding or reversing trades, disgorgement of trading profits, fines, and suspension or termination
of employment.</FONT></P></TD>
<TD VALIGN="bottom" BGCOLOR="#e2eff4">&nbsp;</TD>
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<TD VALIGN="bottom" BGCOLOR="#e2eff4">&nbsp;</TD>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b"><B>Applicable rules</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">The Code has been adopted in recognition of Nuveen&#146;s fiduciary obligations to clients and in accordance with
various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment
Management, LLC and Teachers Advisors, LLC under Rule 17j-1.</FONT></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.11em; font-size:9pt; font-family:Times New Roman"><FONT COLOR="#002f3b">Some elements of the Code also constitute part of Nuveen&#146;s response to Financial Industry Regulatory Authority
(FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC.</FONT></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
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<DOCUMENT>
<TYPE>EX-99.S
<SEQUENCE>9
<FILENAME>d47790dex99s.htm
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<HTML><HEAD>
<TITLE>Powers of Attorney</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit s </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Jack&nbsp;B.&nbsp;Evans&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Jack B. Evans</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" NOWRAP><U>/s/&nbsp;William&nbsp;C.&nbsp;Hunter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">William C. Hunter</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Albin&nbsp;F.&nbsp;Moschner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Albin F. Moschner</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;John&nbsp;K.&nbsp;Nelson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">John K. Nelson</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for her on
her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set her hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Judith&nbsp;M.&nbsp;Stockdale&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Judith M. Stockdale</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for her on
her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set her hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Carole&nbsp;E.&nbsp;Stone&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Carole E. Stone</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Matthew&nbsp;Thornton&nbsp;III&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Matthew Thornton III</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Terence&nbsp;J.&nbsp;Toth&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Terence J. Toth</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:36pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M.
ROHRBACHER, MARK L. WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for her on
her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act
of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof,
without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all
intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may
lawfully do or cause to be done by virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the
<FONT STYLE="white-space:nowrap">above-referenced</FONT> organization has hereunto set her hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Margaret&nbsp;L.&nbsp;Wolff&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Margaret L. Wolff</TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>NUVEEN CORE PLUS IMPACT FUND </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>POWER OF ATTORNEY </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK J. CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and ERIC F.
FESS, and each of them (with full power to each of them to act alone) his true and lawful <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorney-in-fact</FONT></FONT> and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto
said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">attorneys-in-fact</FONT></FONT> and agents, or any of them, may lawfully do or cause to be done by
virtue hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">IN WITNESS WHEREOF, the undersigned trustee of the <FONT STYLE="white-space:nowrap">above-referenced</FONT> organization
has hereunto set his hand this <U>23</U><U><SUP STYLE="font-size:85%; vertical-align:top">rd</SUP></U> day of February 2021. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


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<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" NOWRAP><U>/s/&nbsp;Robert&nbsp;L.&nbsp;Young&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Robert L. Young</TD></TR>
</TABLE></DIV>
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
