Nuveen Minnesota Quality Municipal Income Fund (NMS)
Filed: 23 May 14, 12:00am
 | 222 NORTH LASALLE STREET
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CHICAGO, ILLINOIS 60601-1003
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CHICAGO • NEW YORK • WASHINGTON, D.C. LONDON • SAN FRANCISCO • LOS ANGELES |
May 23, 2014
VIA EDGAR
Securities and Exchange Commission
Attn: Christina Fettig and James O’Connor
100 F Street N.E.
Washington, D.C. 20549
| Re: | Nuveen Funds - Change of Control Proposals |
To the Commission:
This correspondence relates to each of the filings set forth on Appendix A, which have been filed on behalf of certain Nuveen closed-end funds and certain First American Fund closed-end funds (each, a “Fund”). Each filing includes, among other proposals, proposals relating to approval of the investment advisory and/or sub-advisory agreements for the Funds (the “Change of Control Proposals”). These approvals are being sought in connection with a change of control of Nuveen Investments, Inc. (“Nuveen”), the parent company to Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) and Nuveen Asset Management, LLC (“Nuveen Asset Management”). Nuveen Fund Advisors serves as investment adviser, or sub-adviser in the case of the First American Funds, to each Fund. Nuveen Asset Management serves as sub-adviser to each Fund.
The Change of Control Proposals are based on a template for all Nuveen Funds, which are being filed by proxies on Schedule 14A simultaneously with or in close proximity to the filings set forth on Appendix A. Because the filings in Appendix A also include proposals related to another transaction in addition to the Change of Control Proposals (generally a merger), there are some differences from the standard proxy template. To facilitate the staff’s review of these similar filings, we have provided a summary of the differences between the Standard Proxy Template, Nuveen Reorg Template (all Nuveen Fund mergers or reorganizations) and the First American Fund Template (adoption of the First American Funds) (Appendix B).
Please contact the undersigned at(312) 609-7661 if you have questions or comments regarding this correspondence or these filings.
| Very truly yours, |
| /s/ Deborah Bielicke Eades |
| Shareholder |
DBE
Appendix A
| Funds | Transaction/
| Shareholder Proposals | ||
1. Diversified Real Asset Income Fund [CIK: 0001598085, 811-22936]
American Strategic Income Fund Inc. American Strategic Income Fund Inc.—II American Strategic Income Fund Inc.—III American Select Portfolio Inc.
| Shell Fund Merger; Form N-14 | Annual Meeting: Election of Board Members
Special Meeting: Proposals Related to the Merger; Change of Control Proposals | ||
2. Nuveen Minnesota Municipal Income Fund [CIK: 0001607997, 811-22967]
First American Minnesota Municipal Income Fund II, Inc. Minnesota Municipal Income Fund Inc.
| Shell Fund Merger; Form N-14 | Annual Meeting: Election of Board Members
Special Meeting: Proposals Related to the Merger; Change of Control Proposals | ||
3. Nuveen Investment Quality Municipal Fund, Inc. [CIK: 0000862716, 811-06091]
American Municipal Income Portfolio Inc. | Fund Merger; Form N-14 | Annual Meetings: Election of Board Members
Special Meetings: Proposals Related to the Merger; Change of Control Proposals
| ||
4. American Income Fund, Inc. [CIK: 0000838131, 811-05642] | Proxy Statement; Schedule 14A | Annual Meeting: Election of Board Members
Special Meeting: Proposals Related to the Nuveen Transition; Change of Domicile Proposal; Amendment to Articles of Incorporation Proposal; and Change of Control Proposals
| ||
5. Nuveen Dow 30SMDynamic Overwrite Fund [CIK: 0001608742, 811-22970]
Dow 30SMEnhanced Premium & Income Fund Inc. Dow 30SMPremium & Dividend Income Fund Inc.
| Shell Fund Merger; Form N-14 | Annual Meeting: Election of Board Members; Proposal Related to the Merger; and Change of Control Proposals | ||
6. Nuveen NASDAQ 100 Dynamic Overwrite Fund [CIK: 0001608741, 811-22971]
Nuveen Equity Premium Advantage Fund NASDAQ Premium Income & Growth Fund Inc.
| Shell Fund Merger; Form N-14 | Annual Meeting: Election of Board Members; Proposal Related to the Merger; and Change of Control Proposals |
| Funds | Transaction/ Filing Type
| Shareholder Proposals | ||
7. Nuveen Equity Premium Income Fund [CIK: 0001298699, 811-21619]
Nuveen Equity Premium Opportunity Fund | Fund Merger; Form N-14 | Annual Meeting: Election of Board Members; Proposals Related to the Merger; New Investment Objective Proposals; and Change of Control Proposals
| ||
8. Nuveen New Jersey Dividend Advantage Municipal Fund [CIK: 0001087786, 811-09455]
Nuveen New Jersey Investment Quality Municipal Fund, Inc. Nuveen New Jersey Premium Income Municipal Fund, Inc. Nuveen New Jersey Dividend Advantage Municipal Fund 2
| Fund Merger; Form N-14 | Annual Meeting: Election of Board Members; Proposals Related to the Merger; and Change of Control Proposals |
Appendix B
SUMMARY OF TEMPLATE DIFFERENCES
STANDARD PROXY TEMPLATE | NUVEEN N-14 TEMPLATE | FIRST AMERICAN FUNDS N-14 TEMPLATE
| ||||
| Covered Funds | All Nuveen Open- and Closed-End Funds other than those using the Nuveen Reorg Template or the First American Funds Template | Nuveen Funds participating in a merger | First American Funds and Nuveen Funds (newly formed shells) participating in a merger related to the adoption of the First American Funds
| |||
| Filing Type | Schedule 14A | Form N-14 | Form N-14; Schedule 14A1
| |||
| Change of Control Proposals | All Funds
Approval of Investment Advisory Agreement with Nuveen Fund Advisors
| Target Funds; Acquiring Funds (other than shell fund)
Approval of Investment Advisory Agreement with Nuveen Fund Advisors
|
Not applicable – Nuveen does not serve investment adviser |
1 In addition to the N-14s, there was one proxy filed on Schedule 14A for American Income Fund pursuant to which shareholders will be asked to consider a number of proposals related to transition of advisory services to Nuveen including new advisory and sub-advisory agreements, change of name, and a change of domicile. The disclosure in that document parallels the N-14 disclosure for the First American N-14s; however, it includes a number of new defined terms and required the approval of both Pre-Nuveen Transition Agreements and Post-Nuveen Transition Agreements.
All Funds
Approval of Sub-Advisory Agreement with Nuveen Asset Management or third-party Sub-Adviser | Target Funds; Acquiring Funds (other than shell fund
Approval of Sub-Advisory Agreement with Nuveen Asset Management or third-party Sub-Adviser | Target Funds
Approval of Sub-Advisory Agreement between US Bank Asset Management (USBAM) and Nuveen Fund Advisors
Approval of Sub-Advisory Agreement between USBAM and Nuveen Asset Management
| ||||
Acquiring Fund (other than shell fund)
Approval of Investment Advisory Agreement with Nuveen Fund Advisors
Approval of Sub-Advisory Agreement with Nuveen Asset Management
| ||||||
| Disclosure – Background and Introduction | Standard Template | Substantially identical to Standard Template with respect to description of Nuveen and Change of Control Transaction; description of proposals and defined terms vary
| Substantially identical to Standard Template with respect to description of Nuveen and Change of Control Transaction; description of proposals and defined terms vary
|
| Disclosure – Summary of Agreements | Standard Template – based on Nuveen form of agreements | Substantially identical to Standard Template; variances for description of third-party sub-adviser contracts | For Acquiring Fund, substantially identical to Standard Template
For Target Funds, description of Target Fund Agreements is based on USBAM form of agreements and therefore differs from Standard Template
| |||
| Disclosure – Section 15(f) Discussion | Standard Template | Identical to Standard Template | Identical to Standard Template, expect 15(f) commitment language is customized for First American Funds
| |||
Disclosure – Interim Agreements
| Standard Template | Identical to Standard Template | Identical to Standard Template
| |||
| Disclosure – Multiple Outcomes | Not applicable | Additional language regarding potential outcomes (i.e., merger occurs before change of control and vice versa)
| Additional language regarding potential outcomes (i.e., merger occurs before change of control and vice versa)
| |||
| Disclosure – Board Considerations | Standard Template | Identical to Standard Template | For existing Nuveen Acquiring Fund, identical to Standard Template
Considerations of First American Fund Boards are identical to each other, but differ from considerations of Nuveen Board in Standard Template
|