EX-99.B(P)(20) 20 a13-24742_1ex99dbp20.htm EX-99.B(P)(20)

Exhibit 99.B(p)(20)

 

Nuveen Investments Inc.

 

Including:

 

Affiliated Entities
Nuveen Closed-End Funds
Nuveen Open-End Funds
Nuveen Defined Portfolios

 

Code of Ethics

 

February 1, 2005

 

Amended as of January 1, 2013

 


 

CODE OF ETHICS

 

Note that capitalized terms have special meanings, as defined on pages 4 -6.

 

Summary and Scope

 

What the Code is about

 

Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests.

 

Who the Code applies to and what the implications are

 

There are three designations of individuals who are subject to the Code. Compliance will notify you of your designation.

 

Access Persons

 

Any Nuveen Employee who meets any of the following criteria:

 

·      as part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio

·      is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one)

·      has otherwise been designated an Access Person by Compliance

 

Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person.

 

Investment Persons

 

Any Access Person who meets either of the following criteria:

 

·      as part of his/her regular duties either makes or participates in making recommendations or decisions concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio

·      has otherwise been designated an Investment Person by Compliance

 

Key characteristics of this designation. Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers.

 

Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade by their associated investment adviser. In some cases, the Investment Person may be

 

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required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by Compliance.

 

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.

 

General Employees

 

All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons)

 

Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers.

 

The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ.

 

What’s New

 

Notable changes to this document since the previous version.

 

·        New employee categories created.

·        Expanded rules around Managed Accounts.

·        New accounts must be reported within 10 days (instead of 30).

·        Trading of a limited number of shares in many stocks is now possible without pre-clearance

·        There is a minimum 30-day holding period for securities (unless you are selling at a loss, or unless it is an ETF).

·        ETFs and closed-end funds are now subject to pre-clearance (unless the “limited number of shares” exception applies).

·        529 Plan accounts and mutual fund accounts in which non-Nuveen Funds are the only possible investment are excluded from all requirements.

 

Nuveen Asset Management, Symphony, NWQ, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital

 

Important to understand

 

Some of our affiliated investment advisers may impose additional rules on the same topics covered in the Code. Check with your manager or local compliance officer if you have questions.

 

Personal trading is a privilege, not a right. The securities industry is highly regulated and its employees are expected to adhere to high standards of behavior — including with respect to personal trading. Any violation of the Code can have an adverse affect on you, your co-workers, and Nuveen.

 

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact Compliance for direction.

 

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The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator). Follow the Code both in letter and in spirit. If you have questions, contact Compliance.

 

Certain rules formerly in the Code are now in separate policies. This includes the rules concerning outside business affiliations, gifts and entertainment, and state and local political contributions (“pay-to-play”).

 

Terms with Special Meanings

 

Within the Code, these terms are defined as follows:

 

Automatic Investment Plan. Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

 

Beneficial ownership. Any interest by which you or any Household Member directly or indirectly derives a monetary benefit from the purchase, sale, or ownership of a security or account. You have beneficial ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you exercise 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.

 

Code. This Code of Ethics.

 

Domestic Partner. 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.

 

Federal Securities Laws. 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:

 

·        Securities Act of 1933

·        Securities Exchange Act of 1934

·        Investment Company Act of 1940

·        Investment Advisers Act of 1940

·        Sarbanes-Oxley Act of 2002

·        Title V of the Gramm-Leach-Bliley Act

·        The Bank Secrecy Act

 

Household Member. Any of the following who reside, or are expected to reside for at least 60 days a year, in the same household as a Nuveen Employee:

 

·        spouse

·        Domestic Partner

·        sibling

·        child, stepchild, grandchild

 

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·        parent, stepparent, grandparent

·        mother-in-law, father-in-law

·        son-in-law, daughter-in-law

·        brother-in-law, sister-in-law

 

Each Household Member is subject to the same pre-clearance and trading restrictions and requirements as his/her related Nuveen Employee.

 

Independent Director. Any director or trustee of a Nuveen Fund advised by Nuveen Fund Advisors, Inc. who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

 

Managed Account. Any account 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.

 

Nuveen. Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC.

 

Nuveen-Advised Account or Portfolio. Any Nuveen Fund or any portfolio, or client account advised or sub-advised by Nuveen.

 

Nuveen Employee Any full- or part-time employee of Nuveen, including consultants and temporary workers who expect to work at Nuveen more than 60 days in a 12-month period.

 

Nuveen Fund. Any open- or closed-end fund advised or sub-advised by Nuveen.

 

Reportable Account. Any account of which you or a Household Member has Beneficial Ownership AND in which securities can be bought or held. This includes, among others:

 

·        all Managed Accounts

·        any Nuveen 401(k) plan account

·        any direct holding in a Nuveen Fund maintained with BFDS as transfer agent

·        any former employer’s retirement account or health savings account (HSA) that permits the purchase of any Reportable Security (such as company stock or Nuveen Funds)

 

The following are NOT considered Reportable Accounts:

 

·        charitable giving accounts

·        529 college savings accounts

·        accounts held directly with a mutual fund complex in which non-Nuveen Funds are the only possible investment

 

Reportable Security. Any security except:

 

·        direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable)

·        certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements)

 

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·      money market funds

·      open-end funds that are not Nuveen Funds

 

Reportable Transaction. Any transaction involving a Reportable Security, except:

 

·      transactions in Managed Accounts

·      transactions occuring under an Automatic Investment Plan

·      transactions in Nuveen Funds in a Nuveen 401(k) account or directly through BFDS as transfer agent.

 

Restrictions and Requirements

 

1. Never abuse a client’s trust, rights, or interests. This means you must never do any of the following:

 

·      engage in any plan or action, or use any device, that would defraud or deceive a client

·      make any material statements of fact that are incorrect or misleading, either as to what they include or omit

·      engage in any manipulative practice

·      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’s disadvantage

·      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)

 

2.     Handle conflicts of interest appropriately. 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.

 

3.     Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes information related to any of the following:

 

·      any Nuveen-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen

·      new products, product changes, or business initiatives

·      past, current, and prospective clients, including their identities, investments, and account activity

 

“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes:

 

·      making sure no confidential information is visible on your computer screen and desk when you are not there

·      not sharing passwords with others

·      using caution when discussing business in any location where your conversation could be overheard

 

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Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult with Compliance before releasing any confidential information.

 

4.     Handle Inside Information properly. Follow all of the terms described in “Inside Information” below. Be aware that any failure to handle Inside Information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.

 

5.     Never knowingly trade any security being traded or considered for trade by any Nuveen-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre-clearance, and includes equivalent or related securities.

 

For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options or futures based on the company’s securities. This applies to you and to any Household Member.

 

Inside Information

 

What is Inside Information?

 

Inside Information is defined as information that is both material and non-public. Information is material if either of the following is true:

 

·      a reasonable investor would likely consider it important when making an investment decision

·      public release of the information would likely affect the price of a security

 

Information is generally non-public 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.

 

Restrictions and requirements

 

·      Any time you think you might have, or may be about to, come into possession of Inside Information (whether in connection with your position at Nuveen or not), alert Nuveen. If you work for a Nuveen investment adviser, alert your local Compliance or Legal office. Otherwise, alert Nuveen Compliance within the Ethics Office. Follow the instructions you are given.

·      Until you receive further instructions from Compliance 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.

·      Never make decisions on your own regarding potential Inside Information, including whether such information is actually Inside Information or what steps should be taken.

·      If Compliance and/or Legal determine that you have Inside Information: · Do not buy, sell, gift, or otherwise dispose of the securities, whether on behalf of a Nuveen-Advised Account or Portfolio, yourself, or anyone else.

 

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· Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Inside Information.

· Do not communicate the Inside Information to anyone, whether inside or outside Nuveen, except in discussions with Compliance and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your investment adviser.

 

6. Never purchase an equity IPO. This does not apply to initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, and commodity pools. This applies to you and to any Household Member.

 

7. Do not purchase a private placement (limited offering) without advance written approval from Compliance. This includes any private funds advised or subadvised by Nuveen. Approval will depend on whether the investment potentially conflicts with Nuveen business activities and whether the opportunity is available to you because of your position at Nuveen, among other criteria. This applies to you and to any Household Member.

 

8. Never participate in an investment club or similar entity. This applies to you and to any Household Member.

 

9. Avoid excessive trading. Never let personal trading interfere with your professional duties, and never engage in market timing, late trading, and other inappropriate actions.

 

10.    Comply with trading restrictions described in the prospectuses for those Nuveen Funds that are advised by Nuveen Fund Advisers, Inc. This includes restrictions on frequent trading in shares of any open-end Nuveen Fund advised by Nuveen Fund Advisers, Inc. Any violation of these trading restrictions is punishable as a violation of the Code. This applies to you and to any Household Member.

 

11.    Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.

 

12.    Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

 

13.    Promptly alert Compliance of any actual or suspected wrongdoing. Alert the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated investment adviser. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code.

 

Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

 

Actions

Use PTCC for all actions unless noted otherwise

 

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Upon becoming a Nuveen Employee

 

1.     Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. 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.

 

2.     Within 10 calendar days of starting at Nuveen, report all of your Reportable Accounts and holdings in Reportable Securities. Include current information (no older than 45 calendar days before your first day of employment) on all Reportable Securities.

 

For each security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value). For each Reportable Account, provide information about the broker, dealer, or bank through which the account is held and the type of account. For each Reportable Account, submit a copy of the most recent statement.

 

Note that there are separate procedures for Managed Accounts, as described below in item 5.

 

3.     Within 10 calendar days of starting at Nuveen, report all current investments in private placements (limited offerings). Limited offerings are Reportable Securities.

 

4.     Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. The approved firms are:

 

Ameriprise Financial

Barclays Capital Inc.

Chase Investment Services Corp

Charles Schwab

Citigroup Smith Barney

Edward Jones

E*Trade Securities

Fidelity Investments

Goldman Sachs

Interactive Brokers

JP Morgan Private Bank

JP Morgan Securities

Merrill Lynch/Banc of America

Morgan Stanley

Oppenheimer & Co.

OptionsXpress

Scottrade Financial Services

Stifel Financial

T. Rowe Price

TD Ameritrade

UBS Financial Services Inc.

US Bancorp Investments, Inc.

 

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Wells Fargo Advantaged Funds

Wells Fargo Investments

 

Under very limited circumstances, a Reportable Account may be allowed to remain at a non-approved firm. Examples include:

 

·      an account owned by a Household Member who works at another financial firm with comparable restrictions

·      an account that holds securities that cannot be transferred

·      an account that cannot be moved because of a trust agreement

 

To apply for an exception, contact Compliance. For any account granted an exception, arrange for Compliance to receive duplicates of all periodic statements. If a firm cannot provide duplicate statements directly to Compliance, you must take responsibility for providing these statements to Compliance yourself.

 

Note that consultants and temporary workers may not be required to move or close Reportable Accounts at the discretion of Compliance.

 

When opening any new Reportable Account (including a Managed Account)

 

5.     Get Compliance pre-approval for any new Managed Account. Using the appropriate form (available from Compliance), provide representations that support the classification of the account as a Managed Account. The form must be signed by the account’s broker or investment manager and by all account owners (you and/or any Household Member).

 

6.     Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm. Do this 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.

 

Before placing any trades in Reportable Securities

 

7.     Pre-clear any trade in Reportable Securities that is above the minimum share quantity. Additional exclusions are noted in the box below. Without pre-clearance, you can trade up to 500 shares over any period of 5 trading days in any security with a market capitalization (on the trade date) of at least $5 billion. This applies only to securities that trade in share quantities, and therefore does not extend to options or fixed income securities.

 

If your trade requires pre-clearance, request approval through PTCC before you or any Household Member places an order to buy or sell any Reportable Security. Approval, if granted, expires at the end of the day it was granted. When requesting pre-clearance, follow this process:

 

·      Request pre-clearance on the same day you want to trade. Be sure your pre-clearance request is accurate as to security and direction of trade.

·      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.

 

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·      Place day orders only. Do not place good-til-canceled orders. You may place orders for an after-hours trading session using that day’s pre-clearance approval, but you must not place any order that could remain open into the next regular trading session.

 

8.     You must hold a position in a Reportable Security, other than ETFs, for 30 calendar days from your most recent purchase of that security before realizing any profit. 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. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies.

 

NOTE: All Reportable Securities that qualify for the 500-share exemption from preclearance are still subject to the 30 calendar day holding requirement.

 

Before influencing any trades in a Managed Account

 

9.     Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with Compliance to discuss whether the account in question can properly remain classified as a Managed Account. This applies to you and to any Household Member.

 

Every quarter

 

10.  Within 30 calendar days of the end of each calendar quarter, verify that all Reportable Transactions made during that quarter have been reported. PTCC will display all transactions of yours for which it has received notice. For any transactions not displayed (such as transactions in accounts you have approval to maintain elsewhere), you are responsible for ensuring that Compliance promptly receives copies of all account statements so that they can enter them into PTCC.

 

For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest rate (coupon) and maturity date, the number of shares, the 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 PTCC, checking for accuracy and completeness. If you find any errors or omissions, correct or add to your list of transactions in PTCC.

 

What needs to be pre-cleared

 

Pre-clearance required

 

·      all actively initiated trades in Reportable Securities, which includes ETFs and closed-end funds (both Nuveen and non-Nuveen)

 

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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 Nuveen-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 Compliance.

 

No pre-clearance required

 

·      trades that fall within the 500-share exception

·      shares of any open-end mutual fund (including Nuveen Funds)

·      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

·      trades made through an Automatic Investment Plan that has been disclosed to Compliance in advance

·      trades in a Managed Account

·      donations or gifting of securities

·      Transaction records in any Nuveen Fund in your Nuveen 401(k) account and any account with BFDS as transfer agent are obtained directly by Compliance and are not included in the quarterly transaction verification process.

 

Every year

 

11. Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and file your Annual Holdings and Accounts Report. The report must contain the information described in item #2 on page 4, and include your certification that you have reported all Reportable Accounts, and all holdings and transactions in Reportable Securities for the previous year.

 

You must include your Nuveen 401(k) account and any account with BFDS as transfer agent in your annual Account Report.

 

For Managed Accounts, you and any Household Member must execute a written reaffirmation in regard to the classification of the account as a Managed Account. No broker or investment manager signature is required on this annual reaffirmation.

 

You also need to acknowledge any amendments to the Code that occur during the course of the year.

 

Additional rules for “Section 16 officers”

 

·      Pre-clear (through PTCC) any transactions in closed-end funds of which you are a Section 16 officer. Your request will be reviewed by Legal in Chicago.

·      When selling for a gain any securities you buy that are issued by the entity of which you are Section 16 officer, 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

 

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required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 officer, no exception from pre-clearance is available.

·    Email details of all executed transactions in these securities to Legal in Chicago.

 

Contact Legal in Chicago if you are unsure whether you are a Section 16 officer or if you have any other questions.

 

Code Administration

 

Training

 

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.

 

Exceptions

 

The Code exists to prevent violations of law. No exceptions that would violate any law will be granted.

 

Monitoring and enforcement

 

Nuveen Compliance is responsible for monitoring transactions and holdings for any violations of this Code. Any individual who violates the Code is subject to penalty. Possible penalties may include a written warning, restriction of trading privileges, disgorgement of trading profits, fines, and suspension or termination of employment. Literal compliance with the Code, such as pre-clearing a transaction, will not make a person immune from liability for conduct that violates the spirit of the Code.

 

Applicable rules

 

The Code has been adopted in recognition of Nuveen’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 Nuveen Funds advised by Nuveen Fund Advisors, Inc., under Rule 17j-1.

 

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC, and National Futures Association (NFA) requirements that apply to personnel affiliated with Nuveen Commodities Asset Management, LLC.

 

Adopted:

February 1, 2005

 

 

Amended:

February 25, 2007

 

May 29, 2008

 

January 1, 2011

 

March 14, 2011

 

June 30, 2011

 

January 1, 2013

 

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TRADEWINDS GLOBAL INVESTORS, LLC

 

SUPPLEMENT TO THE

NUVEEN CODE OF ETHICS DATED JANUARY 1, 2013

 

The following procedures and restrictions are supplemental to the Nuveen Code of Ethics dated January 1, 2013 (the “Code”) and are applicable to Investment Persons of Tradewinds Global Investors, LLC (“Tradewinds”).

 

I.             Investment Person Designation

 

All Tradewinds employees have been designated Investment Persons for purposes of administering the Code. Additionally, certain Nuveen employees have been designated as Tradewinds Investment Persons for purposes of administering the Code.

 

II.            Additional Provisions Applicable to Tradewinds Investment Persons

 

Tradewinds Investment Persons are prohibited from transacting in securities that are on the Tradewinds Approved List (the “Approved List”), as well as those securities that are being considered for the Approved List (the “Green Light List”). Included in this prohibition are all equivalent and/or related securities to those on the Approved List and/or Green Light List, based on issuer. For example, if the common stock of an issuer is on the Approved List or Green Light List, transactions in options, bonds, and any other equivalent and/or related securities of that issuer are prohibited.

 

All other securities held in any Tradewinds client account as a result of an investment decision, including, but not limited to, those that are transferred in kind and subsequently held, are subject to a personal trading prohibition during the period starting seven calendar days before and ending seven calendar days after any trading that occurs in those securities. Included in this prohibition are all equivalent and/or related securities, based on issuer. The seven day prohibition shall also apply to securities that are added to the Approved and/or Green Light Lists in the seven days following an Investment Person’s transaction.

 

Tradewinds’ Approved List and/or Green Light List securities held by Investment Persons in any account in which the Investment Person has beneficial ownership, control or trading authority may not be sold without the approval of the CCO, or his or her designee. Such approval shall not be granted if there are any open orders in such security on the trade blotter. Included in this prohibition are all equivalent and/or related securities, based on issuer. Pre-clearance received though PTCC for such transactions without also receiving a specific email communication from the CCO or designee shall be deemed invalid. Reliance on preclearance from PTCC alone for these transactions is not sufficient. Additionally, any such approved transactions remain subject to the seven day prohibition in connection with any block trades in such security.

 

Note that the exception from the pre-clearance requirement, which applies generally to transactions of up to 500 shares over a period of five trading days in any security with a market capitalization (on the trade date) of at least $5 billion, DOES NOT apply to transactions in Tradewinds’ Approved List and/or Green Light List securities. All transactions in Tradewinds’

 


 

Approved List and/or Green Light List securities must be pre-cleared and will only be approved subject to the provisions stated above.

 

Tradewinds Investment Persons who are responsible for research, analysis, and recommendations (including research associates) may not transact in securities in the sector(s) to which that Investment Person is assigned unless prior to that Investment Person’s transaction, the Investment Person has presented the idea to the Investment Staff for consideration and the idea has been rejected as evidenced by written confirmation from one of the Co-CIOs or the Director of Research. The same principle shall apply to former Approved List companies; specifically, the company must be presented to the Investment Staff for consideration and written confirmation from one of the Co-CIOs or the Director of Research is required. Securities of companies whose market capitalization is under $100 million at time of purchase are excepted from this requirement.

 

III. Exceptions to Code of Ethics Supplement

 

Exceptions to this policy supplement may be made at the discretion of the CCO, and in the case of a shared service employee, in collaboration with Nuveen Shared Services Legal and Compliance, or their designees. Any such exception shall be memorialized in writing.

 

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