Exhibit (p)(4)
Nuveen Investments Compliance | September 2016
Code of Ethics
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 (described below). Compliance will determine your designation.
If you are a consultant or temporary worker, you are not automatically subject to the Code. However, based on your contract length, job duties, work location, and other factors, Compliance may make you subject to the Code at whatever designation level it believes appropriate.
Access Persons
Any Nuveen Employee who meets any of the following criteria:
· | As part of his/her regular duties has access to non-publicinformation 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 hasbeen 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 Personby Compliance. |
Key characteristics of this designation.An individualmay 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 orparticipates in making recommendations or decision concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio. |
· | Has otherwise been designated an Investment Personby Compliance. |
Key characteristics of this designation.InvestmentPersons 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 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 personaltrading 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.
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 complianceofficer if you have questions.
Personal trading is a privilege, not a right.Thesecurities 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 effect 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 consultingthe Code, contact Compliance for direction.
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..
TERMS WITH SPECIAL MEANINGS |
Within this policy, these terms are defined as follows:
Automatic Investment PlanAny program, such as a dividendreinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.
Beneficial ownershipAny interest by which you or anyHousehold 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.
CodeThis Code of Ethics.
Domestic PartnerAn individual who is neither a relative of orlegally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.
Federal Securities LawsThe applicable portions of any ofthe 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 MemberAny of the following who reside, or areexpected to reside for at least 60 days a year, in the same household as a Nuveen Employee:
· | Spouse or domestic partner. |
· | Sibling. |
· | Child, stepchild, grandchild. |
· | Parent, stepparent, grandparent. |
· | In-laws (mother, father, son, daughter, brother, sister). |
Each Household Member is subject to the same pre-clearance and trading restrictions and requirements as his/her related Nuveen Employee.
Independent DirectorAny director or trustee of a NuveenFund 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 AccountAny 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.
NuveenNuveen Investments, Inc. and all of its direct or indirectsubsidiaries except for Gresham Investment Management, LLC.
Nuveen-Advised Account or PortfolioAny Nuveen Fund or any portfolio, or client account advised or subadvised by Nuveen.
Nuveen EmployeeAny full- or part-time employee ofNuveen, not including consultants and temporary workers, and those individuals registered with Nuveen Securities, LLC.
Nuveen FundAny open-end fund, closed-end fund, or anyExchange Traded Fund (“ETF”) advised or subadvised by Nuveen.
Reportable AccountAny account of which you or aHousehold 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 or TIAA Fund. |
· | Any retirement account, health savings account (HSA) or 529 college savings plan that permits the purchase of any Reportable Security (such as company stock or Nuveen or TIAA Funds). |
The following are NOT considered Reportable Accounts:
- | Charitable giving accounts. |
- | Accounts held directly with a mutual fund complex in which non-Nuveen and non-TIAA Funds are the only possible investment. |
Reportable SecurityAny security, including single-stock futures, 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). |
· | Money market funds. |
· | Open-end funds that are not Nuveen or TIAA Funds. |
Reportable TransactionAny transaction involving aReportable Security, except:
· | Transactions in Managed Accounts. |
· | Transactions occurring under an Automatic Investment Plan. |
TIAA FundAny open-end fund, closed-end fund orETF advised or sub-advised by TIAA-CREF Investment Management, LLC (TCIM) or Teachers Advisers, Inc. (TAI) or their affiliated advisers
Nuveen Code of Ethics | Page 2 of 7 |
General Restrictions and Requirements
1. | Never abuse a client’s trust, rights, or interests.Thismeans you must never do any of the following: |
· | Engage in any plan or action, or use any device, thatwould defraud or deceive a client. |
· | Make any material statements of fact that areincorrect or misleading, either as to what they include or omit. |
· | Engage in any manipulative practice. |
· | Use your position (including any knowledge oraccess 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 beinconsistent with your fiduciary duties to a client (even if it does not technically violate the Code). |
2. | Handle conflicts of interest appropriately.Thisapplies 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.Alwaysproperly 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 Portfolioand any other financial product offered or serviced by Nuveen. |
· | New products, product changes, orbusiness initiatives. |
· | Past, current, and prospective clients, including theiridentities, 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 visibleon your computer screen and desk when you are not there. |
· | Not sharing passwords with others. |
· | Using caution when discussing business in anylocation where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult with Compliance before releasing any confidential information. |
4. | Handle Inside Information properly.Follow all of theterms 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 toemployee 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.
6. | Never purchase an equity IPO.This does not apply toinitial 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) or make an investment in any private company or business without advance written approval from Compliance.This includes investmentsin any family businesses as well as purchases of any private funds advised or sub-advised 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 tradinginterfere 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 includesrestrictions on frequent trading in shares of any open-end Nuveen Fund advised by Nuveen Fund Advisers, Inc. which limits investors to two round trips per 60-day trading period. 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 violationof these laws is punishable as a violation of the Code. |
Nuveen Code of Ethics | Page 3 of 7 |
12. | Never do anything indirectly that, if done directly, would violate the Code.Such actions will beconsidered the equivalent of direct Code violations. |
13. | Promptly alert Compliance of any actual or suspected wrongdoing.Alert the Nuveen ComplianceEthics 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. |
Report actual or suspected violations to the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated adviser. If you prefer to report confidentially, call the Nuveen Confidential Hotline at 877-209-3663. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.
INSIDE INFORMATION |
What is Inside Information?
Inside Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public. Information is material if both of the following are 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, who in turn will notify the Ethics Office. |
Otherwise, alert Nuveen Compliance within the Ethics Office. Follow the instructions you are given. Note that information regarding account related activity including, but not limited to, new and terminated accounts, large cash flows, index construction and rebalancing for ETFs and related transactions may constitute Inside Information. If you possess this type of Inside Information, you do not need to disclose the Inside Information to Compliance. However, you should never knowingly trade any security likely to be traded or considered for trade by any Nuveen advised account or portfolio.
· | Until you receive further instructions from Compliance orLegal, 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 potentialInside Information, including whether such information is actually Inside Information or what steps should be taken. |
· | If Compliance and/or Legal determine that you haveInside 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. |
- | 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. |
Nuveen Code of Ethics | Page 4 of 7 |
Reporting requirements
Upon becoming a Permanent Employee
1. | Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code.This includescertifying 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 areReportable 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 | OptionsXpress |
Barclays Capital Inc. | Raymond James |
Chase Investment | RBC Securities |
Services Corp | Scottrade Financial Services |
Charles Schwab | Stifel Financial |
Citigroup Smith Barney | T. Rowe Price |
Edward Jones | TD Ameritrade |
E*Trade Securities | TIAA Brokerage Services |
Fidelity Investments | UBS Financial Services Inc. |
Goldman Sachs | US Bancorp |
Interactive Brokers | Investments, Inc. |
JP Morgan Private Bank | Vanguard |
JP Morgan Securities | Brokerage Services |
Merrill Lynch | Wells Fargo |
Morgan Stanley | Advantaged Funds |
Oppenheimer & Co. | 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 worksat another financial firm with comparable restrictions. |
· | An account that holds securities that cannotbe 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 fromCompliance), provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct or indirect influence or control over the securities in the account. The form must be signed by the account’s broker or investment manager and by all account owners (you and/or any Household Member). |
Note that if the Managed Account is not maintained at an approved firm, you are also responsible for ensuring that duplicate statements of the Managed Account are sent to the Ethics Office . In addition, you will need to provide duplicate statements to the adviser with which you are affiliated, if they also require such statements.
6. | Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm.Do this within 10 calendar days ofthe date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event. |
Nuveen Code of Ethics | Page 5 of 7 |
Before placing any trades in Reportable Securities
7. | Pre-clear any trade in Reportable Securities that is above the minimum share quantity.Additionalexclusions 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. This de minimis exception does not apply to Nuveen-sponsored closed-end funds or ETFs. |
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. |
· | 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 preclearance 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 non-Nuveen ETFs, for 30 calendar days from your most recent purchase of that security before realizing any profit.This rule extends toany 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. This rule is based upon your overall holdings, not at an account level. Positions in Nuveen ETFs are subject to this 30 day holding period requirement. |
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 pre-clearance are still subject to the 30 calendar day holding requirement, except for positions in non-Nuveen ETFs.
Before influencing any trades in a Managed Account
9. | Pre-clear any transaction in a Managed Account that involves your influence.You must alsoimmediately 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. |
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). |
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 preclearance. 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, except those in Nuveen closed-end fund and ETFs,that fall within the 500-share exception. |
· | Shares of any open-end mutual fund (including Nuveenor TIAA Funds). |
· | Securities acquired or disposed of through actions outsideyour 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. |
· | Sales pursuant to a bona fide tender offer. |
· | Trades made through an Automatic Investment Plan that hasbeen disclosed to Compliance in advance. |
· | Trades in a Managed Account. |
· | Donations or gifting of securities. |
Nuveen Code of Ethics | Page 6 of 7 |
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.
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.
For Managed Accounts, you must affirm annually through PTCC (for yourself and on behalf of any Household Member) the classification of the account as a Managed Account through a separate certification. No broker or investment manager involvement 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 a 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 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 preclearance 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
he 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 or Nuveen Asset Management, LLC.
Nuveen Code of Ethics | Page 7 of 7 |