Form 40-APP

40-APP 1 d40app.htm FORM 40-APP Form 40-APP

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION



In the Matter of	)
	)
Banc of America Securities LLC	)	APPLICATION PURSUANT TO
One Bryant Park	)	SECTION 9(c) OF THE
New York, NY 10036	)	INVESTMENT COMPANY
	)	ACT OF 1940 FOR
Banc of America Investment Services, Inc.	)	TEMPORARY AND
100 Federal Street	)	PERMANENT ORDERS
Boston, MA 02110	)	EXEMPTING APPLICANTS
	)	FROM THE PROVISIONS OF
Columbia Management Advisors, LLC	)	SECTION 9(a) OF SUCH ACT
100 Federal Street	)
Boston, MA 02110	)
	)	File No. [__________]
Columbia Wanger Asset Management, L.P.	)
227 West Monroe Street	)
Suite 3000	)
Chicago, IL 60606	)
	)
Columbia Management Distributors, Inc.	)
One Financial Center	)
Boston, MA 02111	)
	)
Banc of America Investment Advisors, Inc.	)
100 Federal Street	)
Boston, MA 02110	)
	)
Bank of America Capital Advisors LLC	)
100 Federal Street	)
Boston, MA 02110	)
	)
U.S. Trust Hedge Fund Management, Inc.	)
225 High Ridge Road	)
West Building	)
Stamford, CT 06905	)
	)
Merrill Lynch, Pierce, Fenner & Smith Incorporated	)
North Tower	)
4 World Financial Center	)
New York, NY 10080	)


IQ Investment Advisors LLC		)
North Tower		)
4 World Financial Center		)
New York, NY 10080		)
		)
Roszel Advisors, LLC		)
1700 Merrill Lynch Drive		)
Pennington, NJ 08534		)
		)
Nuveen Asset Management		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Nuveen Investments Advisers Inc.		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Nuveen Investments Institutional Services Group, LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Nuveen HydePark Group, LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
NWQ Investment Management Company LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Nuveen Investment Solutions, Inc.		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Santa Barbara Asset Management, LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Symphony Asset Management LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Tradewinds Global Investors, LLC		)
333 West Wacker Drive		)
Chicago, IL 60606		)


		)
Winslow Capital Management, Inc.		)
333 West Wacker Drive		)
Chicago, IL 60606		)
		)
Nuveen Investments, LLC		)
333 West Wacker Drive		)
Chicago, IL 60606-1286		)
		)
KECALP Inc.		)
North Tower		)
4 World Financial Center		)
New York, NY 10080		)
		)
Merrill Lynch Ventures, LLC		)
North Tower		)
4 World Financial Center		)
New York, NY 10080		)
		)

Banc of America Securities LLC (“BAS”), Banc of America Investment Services, Inc. (“BAI”), Columbia Management Advisors, LLC (“CMA”), Columbia Wanger Asset Management, L.P. (“CWAM”), Columbia Management Distributors, Inc. (“CMDI”), Banc of America Investment Advisors, Inc. (“BAIA”), Bank of America Capital Advisors LLC (“BACA”), U.S. Trust Hedge Fund Management, Inc. (“USTHFM”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), IQ Investment Advisors LLC (“IQ”), Roszel Advisors, LLC (“Roszel”), Nuveen Asset Management (“NAM”), Nuveen Investments Advisers Inc. (“NIA”), Nuveen Investments Institutional Services Group, LLC (“ISG”), Nuveen HydePark Group, LLC (“Nuveen HydePark”), NWQ Investment Management Company LLC (“NWQ”), Nuveen Investment Solutions, Inc. (“NIS”), Santa Barbara Asset Management, LLC (“Santa Barbara”), Symphony Asset Management LLC (“Symphony”), Tradewinds Global Investors, LLC (“Tradewinds”), Winslow Capital Management, Inc. (“Winslow,” and together with NAM, NIA, ISG, Nuveen HydePark, NWQ, NIS, Santa Barbara, Symphony and Tradewinds, the

“Nuveen Advisers”), Nuveen Investments, LLC (“Nuveen Investments”), KECALP Inc. (“KECALP”), and Merrill Lynch Ventures, LLC (“Ventures”) (collectively, the “Applicants”) each respectfully submits this application (“Application”) pursuant to Section 9(c) of the Investment Company Act of 1940, as amended (“Act”) for (i) a temporary order granting an exemption from the prohibitions imposed by Section 9(a) of the Act pending the determination of the Securities and Exchange Commission (“Commission”) on the Application for a permanent exemption (“Temporary Order”) and (ii) a permanent order exempting the Applicants from the provisions of Section 9(a) of the Act (“Permanent Order” and together with the Temporary Order, the “Orders”) with respect to the injunction described below entered against BAS and BAI.

The Applicants offer a wide array of financial products such as U.S. Government Securities, U.S. Government Agency obligations, corporate debt and equity securities, state and municipal securities, variable life insurance or annuities, mortgage and other asset backed securities, mutual funds, money market instruments, and other financial instruments. Moreover, the Applicants provide retail securities brokerage, investment advisory and management services, underwriting and distributing services, placement agent services, investment banking and financial advisory services in connection with public offerings, mergers and acquisitions, restructurings, private placements, loan syndications, loan trading, derivative product arrangements, project financing, and futures and options on futures.

While BAS and BAI do not currently serve, and no existing company of which BAS or BAI is an affiliated person (other than the Applicants) currently serves, as an investment adviser (as defined in Section 2(a)(20) of the Act) or depositor of any registered investment company (“RIC”) or principal underwriter (as defined in Section 2(a)(29) of the Act) for any registered

open-end company, registered unit investment trust (“UIT”), registered face amount certificate company or employees’ securities companies (“ESCs” and together with RICs, the “Funds”), the Applicants request that any relief granted by the Commission pursuant to this Application also apply to any other existing company of which BAS or BAI is an affiliated person within the meaning of Section 2(a)(3) of the Act and to any other company of which BAS or BAI may become an affiliated person in the future (together with the Applicants, the “Covered Persons”). The Applicants request that the Temporary Order remain in effect until the Commission acts on the Application for the Permanent Order.

I.	BACKGROUND

Applicants

BAS is a full service U.S. investment bank and brokerage firm and is dually registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), employing over 3,000 individuals, including registered personnel. BAS offers various investment banking and financial advisory services in connection with public offerings, mergers and acquisitions, restructurings, private placements, loan syndications, loan trading, derivative product arrangements, project financings, and futures and options on futures. These services are provided to corporate clients, institutional investors and, to a limited degree, individuals. In addition, BAS is a primary dealer in U.S. Government Securities and underwrites and deals in U.S. Government Agency obligations, corporate debt and equity securities, state and municipal securities, mortgage and other asset backed securities, money market instruments and other financial instruments. BAS is a Delaware limited liability company, and is an indirect wholly owned subsidiary of Bank of America Corporation (“BAC”). BAC is a publicly held company whose shares are traded on the New York Stock Exchange. BAS does not currently serve as principal underwriter, investment adviser or depositor of any Fund, but it may seek to do so in the future.

BAI is a registered broker-dealer under the Exchange Act and a registered investment adviser under the Advisers Act that provides investment advisory, brokerage, and other services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, and other corporations or business entities, other than banks, thrifts or investment companies. BAI or one of its predecessor firms has served as the distributor or placement agent for registered closed-end funds of hedge funds, as well as privately offered investment vehicles, but does not act as principal underwriter for any open-end Funds, UITs or registered face amount certificate companies. BAI does not currently provide investment advisory services to any Funds. As of March 31, 2009, BAI had assets under management of approximately $15 billion. BAI employs over 7,800 individuals, including registered personnel. BAI is a wholly owned subsidiary of Bank of America, N.A. and an indirect subsidiary of BAC.

CMA serves as investment adviser or sub-adviser to over 100 Columbia Funds as listed in Annex A, Parts 1-B and 1-C. As of March 31, 2009, CMA had assets under management of approximately $323.5 billion. CMA is an indirect, wholly owned subsidiary of Bank of America, N.A., and an indirect subsidiary of BAC, and employs approximately 375 individuals. CMA’s management experience covers all major asset classes, including equity securities, fixed income securities and money market instruments. In addition to serving as investment adviser to Funds, CMA acts as an investment manager for individuals, corporations, retirement plans, private investment companies and financial intermediaries. CMA is registered as an investment adviser under the Advisers Act. CMA is also registered as a commodity pool operator and commodity trading adviser under the Commodities Exchange Act of 1974, as amended (“CEA”).

CWAM is registered as an investment adviser under the Advisers Act, and serves as investment adviser to multiple Funds as listed in Annex A, Part 1-D. As of March 31, 2009, CWAM had assets under management of approximately $17.1 billion. CWAM is a registered investment adviser and an indirect, wholly-owned subsidiary of Bank of America, N.A., which is an indirect, wholly-owned subsidiary of BAC, and employs approximately 85 individuals. In addition to serving as investment adviser to Funds, CWAM acts as an investment manager for other institutional accounts.

CMDI serves as the principal underwriter and distributor for the shares of multiple open-end Funds as listed in Annex A, Part 1-B as well as unregistered investment vehicles. CMDI, a Massachusetts corporation, is registered as a broker-dealer under the Exchange Act and is an indirect, wholly owned subsidiary of BAC. CMDI employs approximately 250 individuals.

BAIA is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered funds of hedge funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of March 31, 2009, BAIA had assets under management of approximately $1.845 billion. BAIA, a Delaware corporation formed in 1985, is a registered investment adviser and an indirect, wholly-owned subsidiary of BAC that is subject to regulation under certain U.S. banking laws and regulations. BAIA is also registered as a commodity pool operator and a commodity trading adviser under the CEA, and is a member of the National Futures Association. BAIA is responsible for the management of the day-to-day operations, business and affairs of the Funds it manages and for performing various investment management and supervisory services, including selecting Fund managers, underlying Funds, and monitoring the performance thereof. BAIA employs approximately 30 individuals.

BACA is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered private equity funds of funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of March 31, 2009, BACA had assets under management of approximately $1.464 billion. BACA, a Delaware limited liability company formed in 1998, is a registered investment adviser and an indirect, wholly-owned subsidiary of BAC. BACA is responsible for the management of the day-to-day operations, business and affairs of the Funds it manages and for performing various investment management and supervisory services, including selecting Fund managers, underlying Funds, and monitoring the performance thereof. BACA employs approximately 30 individuals.

USTHFM is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered funds of hedge funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of March 31, 2009, USTHFM had assets under management of approximately $854 million. USTHFM, a North Carolina corporation formed in 1994, is a registered investment adviser and an indirect, wholly-owned subsidiary of BAC. USTHFM is responsible for developing, implementing and supervising the investment programs of the funds it manages and providing day-to-day management services to those funds. USTHFM also provides such funds with various management and administrative services. USTHFM employs approximately 30 individuals.

MLPFS is a global investment banking, trading and wealth management firm and is registered as a broker-dealer under the Exchange Act, as an investment adviser under the Advisers Act, and as a futures commission merchant under the CEA. As of April 2009, MLPFS employed over 32,000 registered personnel. As reported in its Form ADV, MLPFS provided the following investment advisory services to about 490,500 clients: financial planning services;

portfolio management for individuals and/or small businesses; portfolio management for businesses or institutional clients (other than investment companies); pension consulting services; selection of other advisors; performance measurement reports; allocation modeling; investment policy services; research reports; and 529 plans. MLPFS currently serves as the principal underwriter to certain open-end Funds, which are identified in Annex A, Part 1-E, and serves as lead underwriter to certain closed-end funds from time to time. As of December 31, 2008, MLPFS had approximately $192.1 billion in assets under management. MLPFS does not currently serve as investment adviser or depositor of any Fund, but it may seek to do so in the future. MLPFS, a Delaware corporation, with its principal place of business in New York, is a wholly owned subsidiary of Merrill Lynch & Co., Inc. (“ML & Co.”). ML & Co. is a direct subsidiary of BAC, which owns 100% of the voting securities of ML & Co.¹ ML & Co., through its subsidiaries and affiliates, provides investment, financing, advisory, insurance, banking and related products and services on a global basis.

IQ is registered as an investment adviser under the Advisers Act. IQ is a Delaware limited liability company and an indirect wholly owned subsidiary of ML & Co. and BAC. As reported in its Form ADV, IQ provided the following investment advisory services to 11-25 clients: portfolio management for investment companies; portfolio management for businesses or institutional clients (other than investment companies); and selection of other advisers. IQ currently acts as an investment adviser to certain Funds, which are identified in Annex A, Part 1-E. As of March 31, 2009, IQ had approximately $1.23 billion in assets under management. While IQ is not currently registered as a broker-dealer under the Exchange Act and does not serve as depositor or principal underwriter for any Fund, it may seek to do so in the future, at which time it would register as a broker-dealer.

¹	Two additional investors own Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock of ML & Co.

Roszel, a Delaware limited liability company and an indirect wholly owned subsidiary of ML & Co. and BAC, is registered as an investment adviser under the Advisers Act. As reported in its Form ADV, Roszel provided the following investment advisory services to between one and ten clients: portfolio management for investment companies; selection of other advisers; and creation and maintenance of asset allocation programs available with variable contracts issued by insurance companies. Roszel currently acts as an investment adviser to certain Funds, which are identified in Annex A, Part 1-E. As of March 31, 2009, Roszel had approximately $287.5 million in assets under management. While Roszel is not currently registered as a broker-dealer under the Exchange Act and does not serve as depositor or principal underwriter for any Fund, it may seek to do so in the future, at which time it would register as a broker-dealer.

The Nuveen Advisers are subsidiaries of Nuveen Investments, Inc. (“Nuveen”), until recently a publicly-traded company incorporated in Delaware conducting asset management, related research, and the development, marketing and distribution of investment products and services, including closed-end exchange-traded funds and open-end funds. Each of the Nuveen Advisers is registered as an investment adviser under the Advisers Act.² On November 13, 2007, Nuveen was acquired by a group of equity investors led by Madison Dearborn Partners, LLC (“MDP”), through Windy City Investments Holdings, L.L.C. (“Windy City Holdings”), in an all-cash buyout. ML & Co. served as the lead transaction advisor to MDP in connection with the acquisition and is an indirect investor in Windy City Holdings. ML & Co., through its affiliate,

The organization and ownership of each Nuveen Adviser is as follows: NAM (a Delaware corporation that is a wholly-owned subsidiary of Nuveen); NIA (a Delaware corporation that is a wholly-owned subsidiary of Nuveen); ISG (a Delaware limited liability company that is a wholly-owned subsidiary of Nuveen); Nuveen HydePark (a Delaware limited liability company that is an indirect wholly-owned subsidiary of Nuveen); NWQ (a Delaware limited liability company that is an indirect wholly-owned subsidiary of Nuveen); NIS (an Illinois corporation that is a wholly-owned subsidiary of Nuveen); Santa Barbara (a Delaware limited liability company that is a wholly-owned subsidiary of Nuveen); Symphony (a California limited liability company that is an indirect, wholly-owned subsidiary of Nuveen); Tradewinds (a Delaware limited liability company that is an indirect wholly-owned subsidiary of Nuveen); and Winslow (a Minnesota corporation that is a wholly owned subsidiary of Nuveen).

ML Windy City Investments Holdings, LLC, owns approximately 32% of the non-voting common units of Windy City Holdings. Although the Nuveen Applicants believe that ML & Co. does not “control” Nuveen within the meaning of Section 2(a)(9) of the Act, the Nuveen Applicants assume, solely for purposes of this Application, that such control exists. As a result of ML & Co.’s investment in Windy City Holdings and solely for purposes of Section 9(a) of the Act, the Nuveen Advisers may be deemed “affiliated persons” of BAI and BAS under Section 2(a)(3) of the Act because they may be considered to be controlled by ML & Co., and ultimately, indirectly controlled by BAC. The Nuveen Advisers serve as advisers or sub-advisers to certain Funds, which are identified in Annex A, Parts 1-F and 1-G, and had total assets under management of approximately $119 billion as of December 31, 2008.

Nuveen Investments is a Delaware limited liability company and a direct wholly-owned subsidiary of Nuveen. It is registered as a broker-dealer under the Exchange Act and acts as, among other things, an underwriter or sponsor for closed-end funds from time to time, and serves as the principal underwriter and distributor for certain open-end Funds, which are identified in Annex A, Part 1-F. Nuveen Investments also serves as depositor for certain UITs, which are identified in Annex A, Part 1-H. Nuveen Investments, together with the Nuveen Advisers, employ over 950 individuals, including registered personnel.

KECALP, a corporation organized under the laws of Delaware, is an indirect wholly owned subsidiary of ML & Co. and BAC, and serves as an investment adviser, in its capacity as general partner or otherwise, to certain ESCs within the meaning of Section 2(a)(13) of the Act sponsored by ML & Co. and its affiliates. As of December 31, 2008, KECALP had assets under management of approximately $14.76 million. Ventures is a Delaware limited liability company and an indirect wholly-owned subsidiary of ML & Co. and BAC. Ventures is the general partner

of and serves as the investment adviser in such capacity, to an ESC with assets of approximately $772 million as of February 2009. Of these two ESC advisers, KECALP and Ventures, only KECALP is registered as an investment adviser under the Advisers Act. Neither KECALP nor Ventures provide any of the services covered by Section 9(a) to Funds other than to the ESCs. The ESCs, which are identified in Annex A, Part 1-E, have been exempted from all provisions of the Act (and the rules and regulations thereunder), except for certain sections, including Section 9, pursuant to a Commission order (“ESC Order”).³

The Consent and Injunction

The Staff of the Commission’s Division of Enforcement engaged in settlement discussions with BAI and BAS in connection with an investigation into the marketing and sales of auction rate securities (“ARS”). The discussions resulted in an agreed upon settlement term sheet signed by authorized representatives of the Commission, BAI, BAS and their affiliate, Blue Ridge Investments, L.L.C. (“Blue Ridge”). On June 3, 2009, the Commission filed a complaint (“Complaint”) against BAI and BAS in the United States District Court for the Southern District of New York in a civil action captioned Securities and Exchange Commission v. Banc of America Securities LLC and Banc of America Investment Services, Inc. The Complaint alleged that BAI and BAS misled customers regarding the fundamental nature and increasing risks associated with ARS that they underwrote, marketed, and sold. The Complaint also alleged that,

See Investment Company Act Release No. 12290 (Mar. 11, 1982) (notice). See also Investment Company Act Release No. 12363 (Apr. 8, 1982) (order). The KECALP order has been amended several times over the years. Merrill Lynch KECALP Growth Investments Limited Partnership 1983, et al., Investment Company Act Release No. 18082 (Apr. 8, 1991) (notice); Investment Company Act Release No. 18137 (May 7, 1991) (order); Merrill Lynch KECALP Growth Investments L.P. 1983, et al., Investment Company Act Release No. 20280 (May 5, 1994) (notice); Investment Company Act Release No. 20328 (June 1, 1994) (order); Merrill Lynch KECALP L.P. 1994, et al., Investment Company Act Release No. 21124 (June 8, 1995) (notice); Investment Company Act Release No. 21187 (July 5, 1995) (order); and Merrill Lynch KECALP L.P. 1997 et al., Investment Company Act Release No. 22647 (Apr. 30, 1997) (notice); Investment Company Act Release No. 22689 (May 28, 1997) (order). For the Ventures order, see Investment Company Release No. 24741 (Nov. 15, 2000) (notice); Investment Company Act Release No. 24790 (Dec. 12, 2000) (order).

through their sales personnel and marketing materials, BAI and BAS told customers that ARS were safe, highly liquid investments comparable to money market instruments or cash and that, as a result, numerous BAI and BAS customers invested in ARS funds they needed to have available on a short-term basis. Finally, the Complaint alleged that, by engaging in such conduct, BAI and BAS violated Section 15(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

BAI and BAS executed a Consent of Defendants Banc of America Securities LLC and Banc of America Investment Services, Inc. (“Consent”), in which BAI and BAS neither admitted nor denied the allegations in the Complaint, except as to personal and subject matter jurisdiction, which they admitted, and in which they consented to the entry of a judgment against them by the district court. On , 2009, the U.S. District Court for the Southern District of New York entered a judgment (“Judgment”) that, among other things imposed upon BAI and BAS a permanent injunction against violating Section 15(c) of the Exchange Act (“Injunction”).⁴ Additionally, the Judgment requires BAS and BAI to comply with a series of undertakings designed, among other things, to provide relief to “Individual Investors” (as defined in the Consent) and undertake to work with issuers and other interested parties to seek to provide liquidity solutions for investors that are not considered “Individual Investors” under the terms of the Judgment.

⁴	Securities and Exchange Commission v. Banc of America Securities LLC and Banc of America Investment Services, Inc., Judgment against Banc of America Securities LLC and Banc of America Investment Services, Inc., 09 Civ. [ ] (S.D.N.Y., entered [ ], 2009).

II.

APPLICATION OF SECTION 9 OF THE ACT

Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act, or as a principal underwriter for any registered open-end investment company, UIT or registered face amount certificate company, if the person, by reason of any misconduct:

is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction from acting as an underwriter, broker, dealer, investment adviser … or as an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

Section 9(a)(3) extends the prohibitions of Section 9(a)(2) to a company, any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2). The term “affiliated person” is defined in Section 2(a)(3) of the Act to mean in relevant part “any person directly or indirectly controlling, controlled by, or under common control with, such other person.”

The entry of the Judgment will result in the disqualification of BAS and BAI from acting in the capacities specified in Section 9(a)(2) because both entities are permanently enjoined by the District Court from engaging in certain conduct or practices related to acting as an underwriter, broker or dealer, or in connection with the purchase or sale of a security. Moreover, the entry of the Injunction also results in the disqualification of each of the other Applicants under Section 9(a)(3) because they are, or may be considered to be, under common control with and therefore “affiliated person[s]” of BAS and BAI. Taken together, Sections 9(a)(2) and 9(a)(3) have the effect of precluding each of the Applicants from acting as an adviser, sub-adviser or depositor to Funds, or principal underwriter for any registered open-end investment company, UIT or registered face amount company (collectively, “Fund Servicing Activities”).

Section 9(c) of the Act provides that the Commission can grant, upon application, an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or conditional basis, to any person if that person establishes that: (1) the prohibitions

of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct of the person has been such as not to make it against the public interest or protection of investors to grant the exemption. In determining whether an exemption should be granted under Section 9(c), the Commission historically has analyzed the facts and circumstances of each case and has focused particularly on whether the parties seeking relief had any involvement in or have remedied the conduct that serves as the basis for disqualification under Section 9(a).⁵

As a result of the Judgment, which includes the Injunction, the Applicants submit this Application pursuant to Section 9(c) of the Act. In order to ensure the eligibility of each of the Applicants and Covered Persons to continue to provide, or to provide in the future, Fund Servicing Activities, the Applicants respectfully request the Commission grant the Orders.

III.

STATEMENT IN SUPPORT OF THE APPLICATION

In support of their position that the Commission should issue the Orders, the Applicants assert the following.

Limited Scope and Impact of the Alleged Misconduct

The alleged conduct giving rise to the Injunction did not in any way involve any of the Applicants acting in their capacity as investment adviser, sub-adviser, depositor or principal underwriter for the Funds. The legislative history of Section 9 indicates that the purpose of the Section “was to get rid of persons with criminal records, persons who were under injunctions from the courts of competent jurisdiction for improper practices in connection with securities.”⁶ When Section 9 was adopted, investment companies were typically managed by relatively small partnerships. It was not foreseeable at that time that investment advisers and other service

⁵	Cf. Applications for Relief from Disqualification, Investment Company Act Release No. 8689 (Feb. 26, 1975).

⁶	Investment Trusts and Investment Companies: Hearings on S. 3580 Before the Subcomm. on Securities and Exchange of the Senate Comm. on Banking and Currency, 76^th Cong., 3d Sess. 874 (1940) (statement of Judge Healy).

providers to investment companies would in the future be part of large financial service organizations like the Applicants. Therefore, it could not have been intended that a Fund would have to be deprived of its investment manager, depositor or distributor because of alleged violations that are not related in any manner to Fund Servicing Activities. In the absence of improper practices related to Fund Servicing Activities, Section 9(a) should not operate to bar the Applicants from servicing the Funds and their shareholders. As a result, the conduct of the Applicants has not been such as to make it against the public interest or the protection of investors to grant this Application.

Hardships on the Funds and their Shareholders

The inability of the Applicants (except for BAI and BAS) to continue providing Fund Servicing Activities would result in potentially severe financial hardship for both the Funds and their shareholders. If the Section 9(a) disqualifications applied to the Applicants, the shareholders of certain Funds would be deprived of the advisory or sub-advisory services that they expected to receive when they decided to invest in the Funds. Such services are extensive and include responsibility for the day-to-day operations, business and affairs of the Funds and various investment management and supervisory services, such as selecting fund managers, underlying funds, and monitoring performance. Disqualification from providing these services would disrupt investment strategies and could potentially result in large net redemptions of shares of the Funds, which in turn could both frustrate efforts to effectively manage the Funds’ assets and could increase the Funds’ expense ratios to the detriment of non-redeeming shareholders. Any effort by the directors of the Funds to find suitable replacement investment advisers and/or sub-advisers would necessarily take time, during which the Funds would lack advisory services. Even if a new investment adviser or sub-adviser is chosen, the cost of obtaining shareholder approval for the new investment advisory or sub-advisory agreements

would be substantial. Specifically, the costs associated with the disqualification would include: (1) the costs of identifying a suitable successor investment advisor or sub-advisor; (2) the costs of calling a special meeting of the boards of directors of the Funds; (3) the costs of preparing, printing, and mailing proxy materials to all shareholders; (4) the cost of actively soliciting shareholder proxies and tabulating those proxies; and (5) the costs of holding the shareholder meetings. The prohibitions of Section 9(a) could, therefore, operate to the financial detriment of certain Funds and their shareholders.

Similarly, the disqualification of MLPFS, CMDI and Nuveen Investments from serving as principal underwriters to certain Funds would result in hardship to those Funds and their shareholders. Not only would the Funds have to expend time and resources to find and engage substitute principal underwriters, but the substitute underwriters would not be able to replicate the selling network established by MLPFS, CMDI and Nuveen Investments. Therefore, the Section 9(a) disqualifications would be unduly and disproportionately severe on the financial interests of the Funds and their shareholders.

Finally, the inability of Nuveen Investments to continue to serve as depositor for the UITs would result in potential hardship to the UITs, their unit holders and their trustees. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to Nuveen Investments in this role because to do so would deprive the unit holders of the services that Nuveen Investments provides. For example, Nuveen Investments monitors the UIT portfolios and, to the extent consistent with the UIT trust agreements and Section 4(2) of the Act, arranges for the removal of securities from the UIT portfolios and/or assists in determining whether to terminate a trust when doing so is in the interest of unitholders. Nuveen Investments would have to expend time and other resources to

engage substitute service providers to perform these services, at what might be higher costs. This could impose burdens on unit holders as well as UIT trustees. Thus, the prohibitions imposed by Section 9(a) could therefore operate to the financial detriment of the UITs and their unitholders.

Adverse Effects on Applicants

If the Applicants (other than BAI and BAS) are unable to obtain the requested relief under Section 9(c) and are barred by Section 9(a) from engaging in Fund Servicing Activities, the effect on such Applicants’ businesses and employees would be severe. These Applicants have committed substantial capital and resources to establishing expertise in advising and sub-advising the Funds and in support of their principal underwriting business and depository services. Prohibiting the Applicants from providing Fund Servicing Activities would negatively impact their ability to offer clients a comprehensive range of financial services, and ultimately adversely affect each Applicant’s business (except for BAI and BAS). Such harm to the Applicants’ businesses would also negatively impact their employees. The Applicants collectively employ more than 40,000 employees, including registered personnel, some of whom perform Fund Servicing Activities for the Funds. Without the requested relief, such employees would experience significant difficulty in obtaining alternative employment.

With respect to KECALP and Ventures in particular, their disqualification from servicing the ESCs, either as general partner, adviser or sub-adviser to an ESC, would not be in the public interest or in the furtherance of the protection of investors, and indeed such disqualification would frustrate the expectations of eligible employees who invested in the ESCs. It would not be consistent with the purposes of the employees’ securities company provisions of the Act or the representations made in the terms and conditions of the ESC Order to require another entity not affiliated with ML & Co. or BAC to manage the ESCs. In addition, participating employees of ML & Co. and its affiliates subscribed for interests in the ESCs with the expectation that the ESCs would be managed by an affiliate of ML & Co.

Similarly, if Nuveen Investments is barred under Section 9(a) from continuing to serve as a depositor to the UITs and is unable to obtain the requested exemption, the effect on its current business and employees would be severe. Prohibiting Nuveen Investments from serving as a depositor would not only adversely affect its current business, but also its employees that are involved in these activities. Nuveen Investments has also committed an extensive amount of capital and other resources to support these activities. For these reasons, the imposition of the Section 9(a) disqualification on Nuveen Investments would be unduly and disproportionately severe.

For the foregoing reasons, the imposition of the Section 9(a) disqualification on the Applicants would be unduly and disproportionately severe.

No Connection between the Alleged Conduct and Applicants’ Fund Business

The conduct alleged in the Complaint did not involve any of the Applicants acting in their capacity as investment adviser, sub-adviser, depositor or principal underwriter for any of the Funds. Except as noted in Footnote 7 below, the alleged conduct giving rise to the Injunction did not involve any Fund for which an Applicant provided Fund Servicing Activities.⁷ As no violation is alleged with respect to the services the Applicants provide to the Funds, it would not be against the public interest or the protection of investors for the Commission to grant the Orders.

⁷	In December 2007, a Fund purchased from BAS an ARS position that the Fund subsequently sold in February 2008. The Fund did not end up holding any illiquid ARS positions.

Remedial Actions to Address the Conduct Alleged in the Complaint

As negotiated by the parties, the Judgment, among other things, imposed upon BAI and BAS a permanent injunction against violating Section 15(c) of the Exchange Act. Additionally, the Judgment requires BAS and BAI to comply with a series of undertakings designed to provide relief to “Individual Investors” (as defined in the Consent). Among other things, the Firms have, through their affiliate Blue Ridge, offered to purchase at par from Individual Investors certain ARS that failed at auction, and have substantially completed the purchase of those ARS. BAI and BAS also agreed to use reasonable efforts to identify Individual Investors who sold certain ARS below par between February 13, 2008, and October 7, 2008, and to pay such investors the difference between par and the price at which the investors sold the securities. In addition, BAI and BAS have agreed to make reasonable efforts to identify and to reimburse Individual Investors who took out loans from the Firms on or after February 13, 2008, because of liquidity concerns after the auction failure for any negative carrying costs associated with such loans. BAI and BAS have also agreed to participate in a special arbitration process for the purpose of arbitrating any Individual Investor’s consequential damages claim arising from the inability to sell ARS. Finally, the firms have agreed to work with issuers and other interested parties to provide liquidity solutions for investors other than Individual Investors. As a result of the foregoing, the Applicants respectfully submit that they have taken remedial actions to address the conduct that served as the basis for the Injunction and that granting the exemption requested in this Application is consistent with the public interest and the protection of investors.

No Involvement of Applicants’ Personnel

Applicants note that, to the best of Applicants’ knowledge (i) none of the current directors and officers of the Applicants (other than BAS and BAI) or their employees that engage in Fund Servicing Activities (or any other persons in such roles during the time period covered

by the Complaint) participated in, the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction; (ii) any personnel at BAS and BAI who participated in the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction have had no, and will not have any future, involvement in the Applicants’ Fund Servicing Activities; and (iii) because the personnel of the Applicants that are involved in Fund Servicing Activities did not participate in the alleged misconduct underlying the Injunction, shareholders of those Funds were not affected any differently than if those Funds had received services from any other non-affiliated investment adviser, depositor or principal underwriter.

Actions Taken with Respect to the Funds

To provide further assurance that granting the Orders would be consistent with the public interest and the protection of investors, the Applicants agree that they will, as soon as reasonably practical, distribute written materials, including an offer to meet in person to discuss the materials, to the boards of directors (“Boards”) of the Funds (excluding, for this purpose, the ESCs) for which the Applicants provide Fund Servicing Activities, including those directors who are not “interested persons” of such Funds as defined in Section 2(a)(19) of the Act and their independent legal counsel as defined in Rule 0-1(a)(6) under the Act, to discuss the circumstances that led to the Injunction, any impact on the Funds, and this Application. The Applicants also undertake to provide the Funds’ Boards with all of the information concerning the Injunction and this Application that is necessary for the Funds to fulfill their disclosure and other obligations under the federal securities laws.

Applicants’ Prior Section 9(c) Orders

Several Applicants, as well as certain of their affiliates, have previously applied for exemptive orders under Section 9(c) of the Act. Because these previous Section 9(c) orders relate to enforcement actions brought by the Commission in the past, they should have little, if any, relevance to whether this Application is granted. Rather, this Application should be judged on its own merits.

BankAmerica Corporation (“BankAmerica”), now known as BAC, obtained an exemptive order under Section 9(c) of the Act on August 30, 1984.⁸ The application related to an enforcement action that was filed by the Commission against Bank of America National Trust and Savings Association (“Bank”), a national banking association whose capital stock was the principal asset and source of net income of BankAmerica. The Commission sought an order directing the Bank, as trustee for any trust holding more than 10% of any class of equity security (other than an exempted security) which is registered pursuant to Section 12 of the Exchange Act, to file timely reports required by Section 16(a) of the Exchange Act and the regulations thereunder with respect to changes in beneficial ownership of securities held by the Bank as trustee. The Bank, without admitting or denying the allegations, consented to the entry of a final order requiring the filing of the reports.

Robertson Stephens, Inc., (“RSI”), which, as an indirect subsidiary of BAC is an affiliate of the Applicants, obtained a Section 9(c) exemptive order on January 10, 2003.⁹ The application related to allegations that RSI allocated “hot” initial public offerings (“IPOs”) to customers willing to pay a portion of their profits from those IPOs to RSI and violated Section 17(a) of the Exchange Act, and Rule 17a-3 thereunder. RSI, without admitting or denying the

⁸	In the Matter of BankAmerica Corporation, Release No. IC-14118 (Aug. 30, 1984).

⁹	In the Matter of Robertson Stephens, Inc., et al, Release No. IC-25887 (Jan. 10, 2003).

allegations, consented to the entry of the final judgment, which among other things, enjoined RSI, directly or through its officers, directors, agents and employees, from violating Section 17(a) of the Exchange Act, and Rule 17a-3 thereunder, and ordered RSI to pay disgorgement of $23 million and a civil penalty of $5 million. RSI is no longer engaged in Fund Servicing Activities.

MLPFS obtained a Section 9(c) exemptive order on November 10, 1975.¹⁰ The order related to allegations that MLPFS violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the dissemination by MLPFS to its customers of inaccurate or misleading research reports and other materials relating to Stirling Homex Corporation and its securities. On the date the complaint was filed, MLPFS, without admitting or denying the allegations of the complaint, consented to the entry of a permanent injunction enjoining MLPFS from violating those provisions of the federal securities laws in connection with Stirling Homex Corporation securities transactions.

Nuveen f/k/a John Nuveen & Co. Inc. (“Nuveen & Co.”) obtained an exemptive order under Section 9(c) of the Act on March 23, 1979.¹¹ The order related to a lawsuit that was filed by the Commission against twenty defendants, including Peter A. Leonard, for engaging in, and aiding and abetting, the secret personal trading of government securities, in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Leonard was Vice President of Nuveen Government Securities, Inc., a dealer in government securities and a wholly-owned subsidiary of Nuveen & Co. Leonard, without admitting or denying the allegations, settled the civil action by consenting to the entry of a final judgment, which, among other things, enjoined him from violating the above-listed provisions of the federal securities laws.

¹⁰	In the Matter of Merrill Lynch Pierce Fenner & Smith Inc., Release No. IC-9002 (Nov. 10, 1975).

¹¹	John Nuveen & Co. Incorporated et al., Investment Company Act Release No. IC-10641 (Mar. 23, 1979).

MLPFS, Roszel, Ventures, and KECALP obtained a Section 9(c) exemptive order on April 14, 2003, in connection with allegations that ML & Co. aided and abetted certain violations by Enron Corporation (“Enron”) of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and certain other provisions of the federal securities laws.¹² The alleged violations occurred in connection with Enron’s recording of revenue in its Form 10-K for the fiscal year ended 1999 in connection with a Nigerian barge transaction and two energy trades between ML & Co., its direct and indirect subsidiaries, and Enron in December 1999. As part of the final judgment, ML & Co., without admitting or denying the allegations, consented to the entry of an injunction as well as the payment of disgorgement, civil penalties and interest.

MLPFS, Roszel, Ventures and KECALP also obtained a Section 9(c) exemptive order on November 26, 2003.¹³ The order related to allegations that MLPFS violated certain Conduct Rules of the National Association of Securities Dealers and Rules of the New York Stock Exchange by engaging in acts and practices that created or maintained inappropriate influence by MLPFS’ investment banking business over the research analysts in MLPFS’ research department. Without admitting or denying the allegations against it, MLPFS consented to the entry of the injunction, as well as other relief.

Charles Daly, a former employee of an indirectly owned subsidiary of ML & Co., FAM Distributors, Inc. (“FAMD” f/k/a Merrill Lynch Funds Distributors, Inc.), obtained an exemptive order under Section 9(c) of the Act on April 4, 1983.¹⁴ In February 1983, the Commission temporarily exempted Mr. Daly and FAMD from the prohibitions of Section 9(a) of the Act for the sole purpose to permit Mr. Daly to continue his employment at FAMD.¹⁵ The orders under Section 9(c) of the Act related to an injunction arising from alleged recordkeeping irregularities that took place at Mr. Daly’s previous employer, before he joined FAMD. The Commission alleged that Mr. Daly aided and abetted violations of Sections 31(a), 34(a) and 34(b) of the Act while he was employed by the New England Merchants National Bank of Boston, an entity that was not affiliated with ML & Co. Without admitting or denying the allegations, Mr. Daly consented to the entry of an injunction, which was entered by the United States District Court for the District of Massachusetts.

¹²	In the Matter of Merrill Lynch Investment Managers, L.P., et al, Release No. IC-26005 (Apr. 14 2003).

¹³	In the Matter of Merrill Lynch, Pierce, Fenner & Smith Incorporated, et al, Release No. IC-26280 (Nov. 26, 2003).

¹⁴	In the Matter of Charles O. Daly, Release No. IC-13137 (Apr. 4, 1983).

¹⁵	In the Matter of Charles O. Daly, Release No. IC-13003 (Feb. 1, 1983).

Applicants’ Condition

The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:

Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including, without limitation, the consideration by the Commission of a permanent exemption from section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any temporary exemptions granted under the Act in connection with the Application.

IV.

CONCLUSION

For the reasons set forth above, Applicants meet the standards for exemption specified in Section 9(c) of the Act and therefore respectfully apply, on behalf of themselves and the Covered Persons, for the entry of the Orders by the Commission.

V.	AUTHORIZATION

Pursuant to Rule 0-2(f) under the Act, the Applicants state that their addresses are indicated on the cover page of this Application and further state that all communications or questions concerning this Application should be directed to:

Jack Sena

Regulatory Inquiries Group

Bank of America

50 Rockefeller Plaza, NY1-050-12-05

New York, New York 10020-1605

(646) 556-0856

with a copy to:

Christopher M. Salter

O’Melveny & Myers LLP

1625 Eye Street, NW

Washington, DC 20006

(202) 383-5371

The Applicants request that the Commission issue the requested Orders pursuant to Rule 0-5 under the Act without conducting a hearing. The proposed notice of the proceeding initiated by the filing of this Application required by Rule 0-2(g) under the Act is attached as Exhibit B.

Pursuant to Rule 0-2(c)(1) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs and business is vested in its Chief Executive Officer, Board of Directors, officers or other governing body, as applicable. Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf. The certification required by Rule 0-2(c)(1) under the Act are included as Exhibits A-1 through A-8 for BAS, BAI, CMA, CWAM, CMDI, BAIA, BACA and USTHFM, and in the signature pages for the remaining Applicants. The verifications required by Rule 0-2(d) under the Act are included in the signature pages to this Application.

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-1 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


BANC OF AMERICA SECURITIES LLC

By:
Name:		Douglas G. Preston
Title:		Chief Compliance Officer - Investment Adviser & Senior Vice President

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-2 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


BANC OF AMERICA INVESTMENT SERVICES, INC.

By:
Name:		Ronald J. Newth
Title:		Senior Vice President and Chief Operating Officer

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-3 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


COLUMBIA MANAGEMENT ADVISORS, LLC

By:
Name:		Michael A. Jones
Title:		Managing Director; President

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-4 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


COLUMBIA WANGER ASSET MANAGEMENT, L.P.

By:
Name:		Bruce Lauer
Title:		Chief Operating Officer

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-5 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


COLUMBIA MANAGEMENT DISTRIBUTORS, INC.

By:
Name:		Michael A. Jones
Title:		President and Chief Executive Officer

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-6 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


BANC OF AMERICA INVESTMENT ADVISORS, INC.

By:
Name:		David Bailin
Title:		Senior Executive Vice President

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-7 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


BANK OF AMERICA CAPITAL ADVISORS LLC

By:
Name:		David Bailin
Title:		President

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-8 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


U.S. TRUST HEDGE FUND MANAGEMENT, INC.

By:
Name:		David Bailin
Title:		Chairman

Pursuant to Rule 0-2(c)(1) under the Act, MLPFS hereby states that pursuant to the Global Private Client Group Certificate of Designation, dated May 29, 2007, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:
Name:		Mitchell Cox
Title:		Managing Director

Pursuant to Rule 0-2(c)(1) under the Act, IQ hereby states that pursuant to the Certificate of Incumbency, dated October 22, 2007, its undersigned President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


IQ INVESTMENT ADVISORS

By:
Name:		Mitchell Cox
Title:		President

Pursuant to Rule 0-2(c)(1) under the Act, Roszel hereby states that pursuant to the Unanimous Written Consent of the Board of Managers, dated January 14, 2009, its undersigned President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


ROSZEL ADVISORS, LLC

By:
Name:		John Manetta
Title:		President

Pursuant to Rule 0-2(c)(1) under the Act, NAM hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN ASSET MANAGEMENT

By:
Name:		Kevin McCarthy
Title:		Managing Director

Pursuant to Rule 0-2(c)(1) under the Act, NIA hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN INVESTMENTS ADVISERS INC.

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, ISG hereby states that pursuant to the Written Consent of the Sole Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN INVESTMENTS INSTITUTIONAL SERVICES GROUP, LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, Nuveen HydePark hereby states that pursuant to the Written Consent of the Managing Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN HYDEPARK GROUP, LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, NWQ hereby states that pursuant to the Written Consent of the Managing Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NWQ INVESTMENT MANAGEMENT COMPANY LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, NIS hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN INVESTMENT SOLUTIONS, INC.

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, Santa Barbara hereby states that pursuant to the Written Consent of the Managing Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


SANTA BARBARA ASSET MANAGEMENT, LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, Symphony hereby states that pursuant to the Written Consent of the Managing Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


SYMPHONY ASSET MANAGEMENT LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, Tradewinds hereby states that pursuant to the Written Consent of the Managing Member, dated July 1, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


TRADEWINDS GLOBAL INVESTORS, LLC

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, Winslow hereby states that pursuant to the Written Consent of the Board of Directors, dated December 26, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


WINSLOW CAPITAL MANAGEMENT, INC.

By:
Name:		Kevin McCarthy
Title:		Vice President

Pursuant to Rule 0-2(c)(1) under the Act, KECALP hereby states that pursuant to the Unanimous Written Consent of the Management Investment Committee, dated May 8, 2009, its undersigned Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


KECALP INC.

By:
Name:		J. Travis Hain
Title:		Director

Pursuant to Rule 0-2(c)(1) under the Act, Ventures hereby states that pursuant to the Unanimous Written Consent of the Management Investment Committee, dated May 8, 2009, its undersigned Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


MERRILL LYNCH VENTURES, LLC.

By:
Name:		J. Travis Hain
Title:		Director

Pursuant to Rule 0-2(c)(1) under the Act, Nuveen Investments hereby states that pursuant to the Written Consent of the Sole Member, dated July 1, 2008, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of June, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: June 3, 2009


NUVEEN INVESTMENTS, LLC

By:
Name:		Kevin McCarthy
Title:		Managing Director

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being the duly elected Assistant Secretary of Banc of America Securities LLC (“BAS”) does hereby certify that this Application is signed by Douglas G. Preston, Chief Compliance Officer - Investment Adviser & Senior Vice President of BAS, pursuant to the Resolutions Relating to Officers, adopted by the Board of Managers of the Company on May 13, 2009, which authorizes him to sign this Application.