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5/15/00
NUVEEN MUTUAL FUNDS
NUVEEN EXCHANGE-TRADED FUNDS
NUVEEN DEFINED PORTFOLIOS
NUVEEN ADVISORY CORP.
NUVEEN INSTITUTIONAL ADVISORY CORP.
NUVEEN ASSET MANAGEMENT INC.
NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.
JOHN NUVEEN & CO. INCORPORATED
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CODE OF ETHICS
AND
REPORTING REQUIREMENTS
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LEGAL BACKGROUND
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In accordance with the rules and requirements of the Investment Company Act
of 1940 and the Investment Advisers Act of 1940, John Nuveen & Co.
Incorporated, and each of its affiliated companies, has adopted this Code
of Ethics and Reporting Requirements (the "Code") to guard against
violations of the standards set forth in the above rules. In addition, the
Code establishes guidelines for the conduct of persons who
(1) may obtain material non-public information concerning securities held
by or considered for purchase or sale by any series of Nuveen-
sponsored registered managed funds (open-end and closed-end funds),
Nuveen defined portfolios (unit investment trusts) and any managed
accounts to which Nuveen Advisory Corp., Nuveen Asset Management Inc.,
Nuveen Institutional Advisory Corp., Nuveen Senior Loan Asset
Management Inc. or Rittenhouse Financial Services, Inc. act as
investment advisers; or
(2) may make any recommendation or participate in the determination of
which recommendation shall be made concerning the purchase or sale of
any securities by a Nuveen managed fund, defined portfolio or managed
account. Persons subject to this Code are also subject to Nuveen's
Policies and Procedures Designed to Prevent Insider Trading.
I. PURPOSE OF THE CODE
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A. The Code establishes guidelines for Nuveen employees, officers,
directors and members of their immediate families in the conduct of their
personal investments and is designed to:
. forbid transactions that the Securities and Exchange Commission or
other regulatory bodies would view as illegal, such as front-running;
. avoid situations where Nuveen employees, officers, directors or members
of their immediate family, and any Nuveen managed fund, defined
portfolio or managed account, had personally benefited, or appeared to
benefit, at the expense of a managed fund, defined portfolio or managed
account shareholder or client, or taken inappropriate advantage of
their fiduciary positions; and
. prevent, as well as detect, the misuse of material, non-public
information.
B. Employees, officers and directors should be aware that Nuveen's
reputation could be adversely affected as the result of even a single
transaction considered questionable in light of the fiduciary duties we owe
to Nuveen's managed funds, defined portfolios and managed accounts. It
bears emphasis that technical compliance with the Code's procedures will
not automatically insulate from scrutiny transactions which show a pattern
of abuse of the individual's fiduciary duties to a managed fund, defined
portfolio or managed account. In addition, a violation of the general
principles of the Code may subject an individual to sanctions.
II. Definitions
A. "Access Person" - 1. You are an Access Person if your job normally
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involves any of the following:1.
. The purchase or sale of "Covered Securities" (as defined below) for
Nuveen managed funds, defined portfolios or managed accounts.
. In connection with your regular functions or duties, you make,
participate in, or obtain information regarding the purchase or
sale of Covered Securities by a managed fund, defined portfolio or
managed account, or your functions relate to the making of any
recommendations with respect to the purchases or sale of such
Covered Securities.
. You have access to information regarding the purchase or sale of
Covered Securities for managed funds, defined portfolios or managed
accounts.
In addition, you are an Access Person if you are any of the following:
. An officer or director of Nuveen Advisory Corp., Nuveen
Institutiona l Advisory Corp., Nuveen Asset Management or Nuveen
Senior Loan Asset Management Inc.
. "Investment Personnel" or a "Portfolio Manager" as defined below.
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(NOTE: A list of persons deemed to be Access Persons of the various entities
subject to this Code is attached as Exhibit A)
B. "Investment Personnel" - Investment Personnel are portfolio
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managers, financial analysts, C. investment analysts, traders and other
employees of Nuveen Advisory Corp., Nuveen Institutional Advisory Corp.,
Nuveen Asset Management Inc., Nuveen Senior Loan Asset Management Inc.
or John Nuveen and Co. Incorporated who provide information or advice to
a portfolio management team or who execute or help execute the portfolio
management team's decisions. Investment Personnel are also deemed Access
Persons by definition.
(A listing of all categories of Access Persons is attached as Exhibit A)
C. "Portfolio Manager" - Portfolio Managers are those employees of Nuveen
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Advisory Corp., Nuveen Institutional Advisory Corp., Nuveen Asset
Management Inc., Nuveen Senior Loan Asset Management Inc. or John
Nuveen & Co. Incorporated entrusted with direct responsibility and
authority to make investment decisions affecting a managed fund,
defined portfolio or a managed account. Portfolio Managers are also
deemed Investment Personnel and Access Persons by definition.
(A listing of all categories of Access Persons is attached as Exhibit A)
D. "Interested Director" - An Interested Director of a fund is a director
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who has a material business relationship or professional relationship
with a managed fund, investment adviser or underwriter of the fund.
Generally, Interested Directors are those that are employed by any one
of the above entities. (See Investment Company Act, Section 2(a)(19).)
E. "Covered Security" - A Covered Security is any stock, bond, debenture,
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evidence of indebtedness or in general any other instrument defined as a
security in Section 2(a)(36) of the Investment Company Act of 1940
except that it does not include:
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1) Direct obligation of the Government of the United States or of
agencies of the U.S. Government that are backed by the full faith
and credit of the U.S. Government;
2) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
3) Shares issued by open-end investment companies.
F. "Purchase or Sale" - includes any transaction in 2. which a beneficial
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interest in a security is acquired or disposed of, including, but not
limited to, the writing of an option to purchase or sell a security.
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G. "Beneficial Ownership"
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1) Generally: Beneficial Owner means any person who, directly or
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indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares a direct or indirect pecuniary
interest in a security. The term pecuniary interest means the
opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities. (Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934)
The pecuniary interest standard looks beyond the record owner of
securities. As a result, the definition of Beneficial Ownership is
extremely broad and encompasses many situations which might not
ordinarily be thought to confer a "pecuniary interest" in, or
"ownership" of securities.
2) Family Holdings: As a general rule, you are regarded as the
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Beneficial Owner of securities not only in your name but held in the
name of members of your Immediate Family.
Immediate Family includes:
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. your spouse or domestic partner;
. your minor children;
. a relative who shares your home or, although not living in your
home, is economically dependent upon you; or
. any other person if you obtain from such securities benefits
substantially similar to those of ownership.
3) Partnership and Corporate Holdings: A general partner of a general or
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limited partnership will generally be deemed to Beneficially Own
securities held by the partnership, so long as the partner has direct or
indirect influence or control over the management and affairs of the
partnership. A limited partner will generally not be deemed to
Beneficially Own securities held by a limited partnership, provided he
or she does not own a controlling voting interest in the partnership. If
a corporation is your "alter ego" or "personal holding company", the
corporation's holdings of securities will be attributable to you.
4) Investment Clubs: You are deemed to Beneficially Own securities held
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by an investment club of which you or a member of your immediate family
(as defined above) is a member.
5) Trusts: You are deemed to Beneficially Own securities held in trust
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if any of the following is true:
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- You are a trustee and either you or members of your immediate
family_(as defined above) have a monetary interest in the trust, whether
as to principal or income;
- You have a vested beneficial interest in the trust; or
- You are settlor of the trust and you have the power to revoke the trust
without obtaining the consent of all the beneficiaries. See Rule 16a-
1(a)(2) under the Securities Exchange Act of 1934)
Securities Deemed not to be "Beneficially Owned"
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Beneficial Ownership does not include:
- securities held in the portfolio of a registered investment company
solely by reason of an individual's ownership of shares or units of
such registered investment company;
- securities purchased via an automatic dividend reinvestment plan;
- securities purchased via a rights of accumulation plan;
- securities held by a pension or retirement plan holding securities of
an issuer whose employees generally are the beneficiaries of the plan.
However, your participation in a pension or retirement plan is
considered Beneficial Ownership of the portfolio securities if you can
withdraw and trade the securities without withdrawing from the plan.
H. "Security Held or to be Acquired" by a managed fund, defined portfolio
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or managed account means:
1. Any Covered Security which, within the most recent 15 days:
a) is or has been held by the managed fund, defined portfolio or
managed account; or
b) is being or has been considered by the managed fund, defined
portfolio or managed account; and
2. Any option to purchase or sell, and any security convertible into or
exchangeable for, a Covered Security.
III. Exempted Transactions (applicable to all employees)
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The trading prohibitions or restrictions listed in Section IV below of this
Code shall not apply to the following transactions:
A. Nuveen open-end fund purchases or redemptions.
B. Purchases or redemptions of shares of investment companies from
sponsors other than Nuveen.
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C. Purchases or sales of direct obligations of the U.S. Government or
Government agencies; bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements.
D. Purchases or sales effected in any account over which the party has no
direct or indirect influence or control (e.g., assignment of management
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discretion in writing to another party). Employees will be assumed to
have influence or control over transactions in managed accounts they
Beneficially Own unless they have certified otherwise in their Initial
Holdings, Quarterly Transaction and Annual Holdings Reports.
E. Purchases or sales which are non-volitional on the part of either the
individual involved or a managed fund or managed account client, for
example, securities obtained through inheritance or gift.
F. Purchases which are part of an automatic dividend reinvestment plan or
similar automatic periodic investment process or when issued pro rata
to all holders of a class of securities, such as stock splits, stock
dividends or the exercise of rights, warrants or tender offers.
However, these transactions should be reported by Access Persons in
their Quarterly Transaction and Annual Holdings reports once
acknowledgement of the transaction is received.
G. Purchases or sales of equity securities issued by companies with an
equity market capitalization of at least $1 billion, unless such
securities appear on an applicable blackout list. However, these
transactions should be reported by Access Persons in their Quarterly
Transaction and Annual Holdings reports once acknowledgement of the
transaction is received. Transactions in securities of The John Nuveen
Company are NOT exempted transactions under this section.
NOTE: The fiduciary principles set forth in Section I apply to all of the
above-described transactions.
IV. Prohibited or Restricted Purchases and Sales
A. All Nuveen Employees
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1. Prohibition of purchases of IPOs. No employee may purchase any
securities in an initial public offering (IPO) other than an offering
of municipal securities or U.S. Government securities.
2. Pre-clearance of certain transactions. Unless previously pre-
cleared in the manner described in Section VI below, no employee may
purchase or
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sell the following securities for his or her own account or for any
account in which he or she has any Beneficial Ownership:
(a) securities offered in a private placement;
(b) securities of The John Nuveen Company;
(c) common shares of Nuveen-sponsored exchange-traded funds.
B. Access Persons (including Portfolio Managers and Investment Personnel)
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In addition to the requirements set out in paragraph A above, Access
Persons of the types specified in each paragraph are subject to the
following additional requirements:
1. No Trades When A Managed Fund or Managed Account has Pending
"Buy" or "Sell" Order.
No Portfolio Manager or Investment Personnel shall execute a
securities transaction on a day during which a managed fund or
managed account of a type identified on Exhibit A or B for that
individual has a pending "buy" or "sell" order in that same
security until that order is executed or withdrawn. No other
Access Person shall execute a securities transaction on a day
during which a managed fund or managed account has a pending
"buy" or "sell" order in that same security until that order is
executed or withdrawn, if that person knows, or reasonably should
have known, an order is pending. The preceding two sentences do
not apply to securities transactions involving a security held by
a managed fund or managed account and invested and managed under
a sub-advisory agreement unless the person has actual knowledge
that the fund or account has a pending "buy" or "sell" order
involving such security.
2. No Trades within Seven Days of Managed Fund or Managed Account
Trades.
No Portfolio Manager or Investment Personnel of a managed fund or
managed account may purchase or sell any security within seven
calendar days before or after the managed fund or managed account
of a type identified on Exhibit A for that individual trades or
considers to purchase or sell such security. This prohibition
does not apply to securities that are invested or managed under a
sub-advisory agreement unless the person has actual knowledge
that the fund or account has traded or is considering a trade
involving such security.
3. No Trades in Securities on the Defined Portfolio Blackout List.
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No Access Person for Defined Portfolios shall execute a
securities transaction in any security contained on the blackout
list for Defined Portfolios in effect from time to time. The
blackout list for a portfolio will be issued approximately two
weeks prior to the deposit date (or such later time the portfolio
is set) and will remain in effect until seven days following the
deposit date. A second blackout list will be issued approximately
two weeks prior to the termination date for a portfolio and will
remain in effect until the close of business on the termination
date.
4. Pre-clearance of Trades in Securities Identified as Eligible for
Purchase.
Portfolio Managers and Investment Personnel of Nuveen managed
funds and managed accounts must pre-clear, prior to purchase or
sale, fixed-income and equity securities identified as eligible
for purchase or sale for a fund or product for which they
individually have some significant responsibility.
5. Profits on Purchases and Sales within 60 Days.
Portfolio Managers and Investment Personnel may not profit as a
result of a purchase and sale, or sale and purchase, within a
period of 60 calendar days, of the same (or equivalent) security,
if such security is held by a managed fund or managed account for
which they individually have some significant responsibility.
C. Non-Interested Fund Directors
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Non-interested directors (as defined in the Investment Company Act of
1940) of the Funds are:
. permitted to purchase or sell securities in IPOs and private
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placements;
. prohibited from purchasing securities of The John Nuveen Company or
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its parent, The St. Paul Companies; and
. subject to the pre-clearance requirements of Section VI below
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regarding purchases or sales of 1) equity securities with public
equity market capitalization less than $1 billion, if such director
has actual knowledge that such securities are being considered for
purchase or sale by a Fund; and 2) shares of a Nuveen-sponsored
exchange-traded fund for which they serve as a director or trustee.
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V. Additional Prohibited Activities
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A. Acceptance of Gifts:
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Nuveen employees should not accept any gift from any person or entity
that does business with or on behalf of a managed fund, defined
portfolio or managed account. For purposes of this prohibition,
"gift" has the same meaning as that expressed in Rule 2830 of the
National Association of Securities Dealers Conduct Rules. Therefore,
a gift may not have a market value of more than $100. Employees are
not prohibited from accepting non-cash compensation in the way of
entertainment, including meals and tickets to cultural and sporting
events within certain limits. Please refer to Nuveen's policies and
procedures located on the Legal/Compliance website for more
information concerning the receipt of cash and non-cash compensation.
B. Service as Directors:
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Access Persons are prohibited from serving on boards of directors of
publicly traded companies absent prior authorization from an attorney
in the Legal Department based upon a determination that the board
service would be consistent with the interests of defined portfolios,
managed funds or managed accounts. Access Persons who receive
authorization to serve as board members must be isolated through
"Chinese Wall" procedures from those investment personnel making
investment decisions regarding securities issued by the entity
involved.
VI. Pre-Clearance of Securities Transactions:
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A. In General:
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As noted in Section IV above, certain securities transactions require
pre-clearance prior to purchase or sale, or prior to the placement or
rescission of a self-executing order. The affected employee may obtain
pre-clearance from the paralegal responsible for reviewing personal
securities trading (currently, Ginny Johnson) or an attorney in the
Legal Department. The request for pre-clearance may be made orally or
in writing. Requests for pre-clearance must include the following
information:
. issue name;
. ticker symbol or CUSIP number;
. type of security (bond, stock, note, etc.);
. maximum expected dollar amount of proposed transaction;
. nature of the transaction (purchase, sale or self-executing order)
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The paralegal or attorney reviewing the transaction will make note of the
outcome in a written or electronic report. If authorization is granted,
Legal will provide the employee with a written record in the form
attached as Exhibit B. The affected employee will have three business
days to execute an approved transaction at market, or to place or cancel
a self-executing order. Failure to execute the approved transaction
within three business days will require the person to re-submit their
pre-clearance request as described above. The automatic execution of an
order does not require additional pre-clearance.
B. Private Placements:
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Requests from employees for approval to purchase securities offered in a
private placement must be submitted in writing to an attorney in the
Legal Department prior to placing an order to purchase the securities.
Unless specifically exempt under section III above, no such transaction
may be effected without prior clearance. The attorney reviewing the
transaction will take into account, among other factors, whether the
investment opportunity should be reserved for a defined portfolio,
managed fund or managed account and whether the opportunity is being
offered to an individual by virtue of his or her position.
C. JNC Stock:
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Employees must pre-clear all trades in JNC stock with an attorney in the
Legal Department. The following procedures also apply:
1. Blackout period. Employees may not trade in JNC stock during the
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period from the first day of any calendar quarter until two full
business days have passed following the public release of earnings
for the prior quarter.
2. Short-term trading. Employees may not engage in short-term trading
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activity in JNC stock. Jumping in and out of the market may create
the appearance of insider trading.
3. Options and short selling. Employees may not engage in option
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transactions related to JNC stock (other than JNC-issued options),
and may not engage in any transactions where they would profit if
the value of JNC shares fell, such as short sales.
4. Encouraging others' trades. Employees should not in any way
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encourage others to engage in transactions in which the employees
cannot engage.
VII. Reporting Requirements
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A. All Employees:
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All employees must instruct their broker-dealer to send duplicate
confirmations and copies of periodic statements (quarterly reports) of
all securities transactions in their accounts, with the exception of
those transactions exempt under Section III. A form of letter of
instruction for broker-dealers to direct the duplicate confirmation is
attached as Exhibit C, or may be obtained from the designated
paralegal (currently, Ginny Johnson) in the Legal Department.
Please note that a "broker-dealer" includes both of the following:
A broker or dealer with whom a securities brokerage account is
maintained in the employee's name; AND
A broker or dealer who maintains an account for a person whose
trades an employee must report as a Beneficial Owner of the
securities.
B. Additional Requirements for Nuveen Access Persons
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1. Initial Holdings Reports -
Each Access Person must provide an Initial Holdings Report to the
Legal Department listing all securities Beneficially Owned by the
Access Person no later than 10 days after he or she becomes an
Access Person.
The Initial Holdings Report must include the following information:
. list of all securities accounts maintained with a broker, dealer
or bank;
. a list of all securities Beneficially Owned by the Access Person
with the exception of those exempt securities outlined in
Section III above ;
. the number of shares held in each security; and
. the principal amount (dollar value of initial investment) of
each security Beneficially Owned.
A sample copy is attached as Exhibit D.
2. Quarterly Securities Transaction Reports -
Each Access Person is responsible for reporting to the Legal
Department quarterly all securities purchased or sold in any
account in
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which the Access Person has direct or indirect Beneficial
Ownership. This quarterly reporting can be either in the form of
broker, dealer or bank statements, or in the form of a Quarterly
Securities Transaction Report, and must be received by the Legal
Department within 10 days after the end of each calendar quarter. A
form of Quarterly Transaction Report is sent to all Access Persons
by the designated paralegal (currently, Ginny Johnson) in the Legal
Department. If you are an Access Person and did not receive a
Quarterly Transaction Report, it is your responsibility to obtain
it from Legal. The Quarterly Transaction Report must contain the
following information:
. the date of each transaction, the description and number of
shares, and the principal amount of each security involved;
. the nature of each transaction, that is, purchase, sale or any
other type of acquisition or disposition;
. the transaction price for each transaction; AND
. the name of the broker, dealer or bank through whom each
transaction was effected.
A sample copy is attached as Exhibit E.
3. Annual Holdings Reports -
In addition to the Initial Holdings Report and Quarterly Securities
Transaction Reports, each Access Person is required to file an
Annual Holdings Report with the Legal Department. Such reports
must be filed within 30 days after December 31/st/.
The Annual Holdings Report must contain the following information:
. A list of all securities accounts maintained with a broker,
dealer or bank;
. a list of all securities Beneficially Owned by the Access Person
with the exception of those exempt securities described in
Section III above;
. the number of shares held in each security; and
. the principal amount (dollar value of initial investment) of
each security Beneficially Owned.
A sample copy is attached as Exhibit F.
C. Securities Transaction Reports of "Non-interested Directors":
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Non-interested Directors of a Fund need only report a personal
securities transaction if such Director, at the time of that
transaction, knew that during the 15-day period immediately preceding
or subsequent to the date of the transaction by the Director, such
security was purchased or sold by a Fund or was being considered for
purchase or sale by a Fund.
Non-interested Directors must report securities transactions meeting
the requirements of the paragraph above within 10 days after the end
of each calendar quarter. Such reports should be forwarded to the
designated paralegal (currently, Ginny Johnson) in the Legal
Department for review.
VIII. Sanctions for Violation of the Code:
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Nuveen employees may be subject to sanctions for violations of the
specific provisions or the general principles provided by the Code.
Violations will be reviewed and sanctions determined by the General
Counsel and the Director of Compliance.
A. Sanctions which may be imposed include:
. formal warning;
. restriction of trading privileges;
. disgorgement of trading profits;
. fines; AND/OR
. suspension or termination of employment.
B. Sanction Factors
The factors that may be considered when determining the appropriate
sanctions include, but are not limited to:
. the harm to a Fund's or client's interest;
. the extent of unjust enrichment;
. the frequency of occurrence;
. the degree to which there is personal benefit from unique
knowledge obtained through employment with a Fund, investment
adviser or underwriter,
. the degree of perception of a conflict of interest;
. evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; and/or
. the level of accurate, honest and timely cooperation from the
person subject to the Code.
IX. Annual Certification of Compliance with the Code
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As a condition of employment, all Access Persons will be asked to
certify annually that they:
. have read and understood the Code;
. agree that they are legally bound by it;
. have complied and will comply with its requirements; and
. have reported all personal securities transactions required to be
disclosed.
A sample copy of the certification is attached as Exhibit G.
X. Additional Procedures
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A. The Legal Department shall review the reports, statements and confirms
received and compare them with the pre-clearance authorization provided
and report any trading or reporting violations to fund management.
B. Fund management, at least once a year, must provide the fund boards of
directors with a written report that
1) describes issues that arose during the previous year under the
Code or procedures applicable to the Code, including, but not
limited to, information about material Code or procedures
violations and sanctions imposed in response to those material
violations and
2) certifies to the fund boards of directors that the funds and
their affiliated investment advisers and underwriters have
adopted procedures reasonably necessary to prevent their
employees from violating the Code.
C. This Code, a copy of employee and internal reports hereunder, and a list
of all persons required to make reports hereunder shall be preserved
with the records of the fund or investment adviser for the periods
required by Rule 17j-1(f) of the Investment Company Act of 1940 or Rule
204-2 under the Investment Advisers Act of 1940.
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