SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
8/22/14
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
1,653,581
8. SHARED VOTING POWER
1,515,393
9. SOLE DISPOSITIVE POWER
1,653,581
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,515,393
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,168,974 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.88%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,653,581
8. SHARED VOTING POWER
1,515,393
9. SOLE DISPOSITIVE POWER
1,653,581
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,515,393
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,168,974 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.88%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,653,581
8. SHARED VOTING POWER
1,515,393
9. SOLE DISPOSITIVE POWER
1,653,581
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,515,393
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,168,974 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.88%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,653,581
8. SHARED VOTING POWER
1,515,393
9. SOLE DISPOSITIVE POWER
1,653,581
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,515,393
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,168,974 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.88%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed June 9, 2014. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on March 6,2014, there were 46,043,135 shares of
common stock outstanding as of December 31, 2013. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of August 22, 2014, Bulldog Investors, LLC is deemed to be the beneficial
owner of 3,168,974 shares of JGT (representing 6.88% of JGT's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 3,168,974 shares of JGT include 1,653,581
shares (representing 3.58% of JGT's outstanding shares) that are beneficially
owned by the following entities over which Messrs. Goldstein, Dakos and
Mr. Samuels exercise control: Opportunity Partners LP, Calapasas West Partners
LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd.,
Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 3,168,974 shares of JGT
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 1,515,393 shares (representing 3.30% of JGT's
outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 1,653,581 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,515,393 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of JGT's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of JGT were purchased:
Date: Shares: Price:
06/18/14 24,600 10.9713
06/19/14 22,800 10.9934
06/23/14 50,000 11.0594
06/24/14 18,321 11.0800
06/25/14 12,844 11.1181
06/26/14 5,000 11.1396
06/27/14 39,900 11.1930
06/30/14 11,745 11.2162
08/08/14 35,407 11.1959
08/11/14 16,323 11.2297
08/12/14 19,712 11.2274
08/13/14 18,236 11.2563
08/15/14 24,270 11.2949
08/18/14 16,077 11.3314
08/21/14 34,288 11.2650
08/22/14 16,500 11.2348
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Bulldog Investors, LLC entered into an agreement with JGT and Nuveen Global
Income Opportunities Fund ("JGG"),effective as of August 7, 2014, pursuant
to which Bulldog Investors agreed to vote the shares of JGG and JGT for
which it has the power to vote or direct the vote in accordance with the
recommendation of the Board of Trustees with respect to the proposals
submitted to shareholders at the annual shareholder meeting.Bulldog
Investors also agreed to be bound by certain "standstill" covenants with
respect to JGG and JGT.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit A.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 8/25/2014
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
STANDSTILL AGREEMENT
This Standstill Agreement (the "Agreement") is made and entered into
effective as of the 7th day of August, 2014 by and among Nuveen Global
Income Opportunities Fund ("JGG") and Nuveen Diversified Currency
Opportunities Fund ("JGG") (each a "Fund" and, collectively, the "Funds"),
and Bulldog Investors, LLC and on behalf of their respective members,
successors, agents, employees, and assigns, (collectively, "Bulldog",
together with the Funds, the "parties" and each, individually, a "party").
WHEREAS, certain accounts managed by Bulldog are shareholders of the Funds;
WHEREAS, the Funds and Bulldog and certain members of Bulldog have entered
into a Non-Disclosure Agreement dated June 27, 2014 (the "Non-Disclosure
Agreement");
WHEREAS, each Fund's Board of Trustees ("Board") has approved a proposal to
reorganize JGG and JGT into a single fund (the "Combined Fund"), subject to
required approvals by shareholders of each Fund (such transaction being
referred to herein as the "Reorganization"), and has called a meeting of
shareholders of each Fund (such meeting, including any adjournments or
postponements thereof, the "2014 Shareholder Meeting") at which the
shareholders of each such Fund will be asked to vote on proposals to
(i) approve the Reorganization, (ii) approve a new investment management
agreement with Nuveen Fund Advisors, LLC, (iii) approve a new sub-advisory
agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC
and (iv) elect four (4) trustees to the Board (collectively, the
"Proposals");
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration,
the parties agree as follows:
1. The Funds. The Board of each Fund has approved a tender offer to be
conducted by the Combined Fund after the completion of the Reorganization
(the "Tender Offer") pursuant to which the Combined Fund would offer to
purchase up to 25% of its then-outstanding common shares at a price per
share, without interest, equal to 98% of the net asset value per share of
its common shares as determined as of the close of the regular trading
session of the New York Stock Exchange on the date the Tender Offer
expires. Subject to the items noted in Appendix A, the Combined Fund
hereby agrees to publicly announce the date of commencement of the Tender
Offer within one month after the closing date of the Reorganization with
payment pursuant to the Tender Offer to take place within three months
after the closing date of the Reorganization. Odd lot shareholders shall
not be afforded any preference in the Tender Offer.
2. Bulldog. Bulldog shall vote or cause to be voted all shares of each
Fund that Bulldog has the power to vote or direct the vote of, in
accordance with the recommendation of the Board with respect to each
Proposal; notwithstanding the foregoing, however, shares of each Fund
held by Special Opportunities Fund, Inc., and any other closed-end
investment company managed by Bulldog, may be voted proportionately if
required by rule or law.
From the date of this Agreement until August 31, 2017 (the "Restricted
Period"), Bulldog shall not, directly or indirectly, with respect to a
Fund or any successor fund to such Fund, including without limitation
the Combined Fund (each a "Successor Fund"): (i) submit any shareholder
proposals for the vote or consent (collectively, "vote") of shareholders
(whether pursuant to Rule 14a 8 under the Securities Exchange Act of 1934,
as amended, or otherwise) or any proposal for consideration by a Fund's
or Successor Fund's Board; (ii) nominate any candidate for election as a
director or trustee; or (iii) solicit proxies for any shareholder
proposals or nominations of candidates for election as directors or
trustees. During the Restricted Period, Bulldog shall not, either directly
or indirectly, explicitly or implicitly, publicly or privately:
(i) encourage, recommend, advise or urge others to put forward shareholder
proposals or nominations with respect to directors or trustees of a Fund or
Successor Fund; (ii) indicate support or approval for any shareholder
proposals or nominations relating to a Fund or Successor Fund (other than
voting in accordance with the immediately following clause (iii));
(iii) in connection with proposals for trustees, auditors and any
shareholder proposal, cause or permit any shares of a Fund or Successor
Fund that Bulldog directly or indirectly has the power to vote or direct
the vote of, to be voted in any way other than in accordance with the
recommendations of the respective Fund's or Successor Fund's Board, or
to be withheld from or otherwise abstain from voting on any such matter;
(iv) solicit or encourage others to vote against any matter recommended
by a Fund's or Successor Fund's Board; (v) otherwise act, alone or in
concert with others, to seek to influence or control the management,
Board or policies of a Fund or Successor Fund; or (vi) threaten to bring or
bring suit against a Fund, a Successor Fund, a Fund's or Successor Fund's
Board or the Fund's or Successor Fund's investment adviser, other than for
alleged violations of this Agreement and the Non-Disclosure Agreement.
If the closing date of the Reorganization has not occurred on or prior to
December 15, 2014, the obligations of Bulldog pursuant to Section 2 of
this Agreement shall be null and void and of no further force and effect.
3. Public Announcement. Within three business days of the date of this
Agreement, the Funds shall announce publicly (i) the date of the 2014
Shareholder Meeting, (ii) their intention to submit the Reorganization
proposal to a shareholder vote, and (iii) the information set forth above
regarding the Tender Offer. Subject to Bulldog's approval, which shall not
be unreasonably denied, such public announcement may disclose Bulldog's
agreement to vote as set forth in Section 2 of this Agreement. The
restrictions set forth in the Non-Disclosure Agreement shall terminate
upon issuance of the public announcement.
5. No Disparagement. During the Restricted Period, each party, and their
respective officers, directors and trustees, and the Funds' investment
adviser and its members, agents and employees, shall refrain from directly
or indirectly disparaging or impugning, or taking any action reasonably
likely to damage or impugn, the reputation of the other parties hereto or
the Board, officers or investment adviser of a Fund. The foregoing shall
not apply to any compelled testimony or production of information, by
legal process, subpoena or as part of a response to a request for
information from any governmental authority with jurisdiction over the
party from whom information is sought.
6. Confidentiality. For the period from the date of this Agreement ending
on the date the Funds make the public announcements pursuant to section 3 of
this Agreement, other than announcements made by a Fund or otherwise made
public by a Fund, in all cases as a Fund reasonably believes to be required
by applicable laws, rules or regulations, all terms and provisions of, this
Agreement shall remain confidential; provided, however, that any party hereto,
any member of a Fund's Board, the Funds' officers, the Funds' investment
adviser or Bulldog, may make disclosure necessary to comply with all
applicable laws, rules or regulations, including applicable rules of any
regulatory or self-regulatory body having jurisdiction over any such person,
or legal process including but not limited to deposition, interrogatory,
civil investigation, demand or similar process, subject to the provisions
of the immediately succeeding paragraph.
For the period set forth in the immediately preceding paragraph, in the event
that any party to this Agreement or such other person described in the
immediately preceding paragraph is requested or required to disclose any
information regarding matters covered by this Agreement not already in the
public domain (the "Information"), such person, if permitted, shall provide the
other party with prompt written notice of such request or requirement so that
such notified person may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. If, in the
absence of a protective order or other remedy or the receipt of a waiver the
disclosing party is nonetheless, in the opinion of its counsel, compelled by
law or regulation to disclose some or all of the Information, the party
required to make such disclosure may, without liability hereunder, disclose
only that portion of the Information which such counsel advises is required by
law or regulation to be disclosed, provided that the disclosing party
exercises reasonable efforts to preserve the confidentiality of the Information,
including, without limitation, by cooperating with the person seeking to protect
the Information to obtain an appropriate protective order; provided, however,
that all costs (including any reasonable legal fees incurred by the disclosing
party) that relate to obtaining such protective order shall be borne by the
person seeking to keep such Information confidential.
7. Notices. Any notices and other communications hereunder shall be
delivered by email or facsimile, with a copy by personal delivery, overnight
delivery or ordinary mail, directed as follows:
To each Fund and each Fund's Board, by delivery to:
c/o Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, Illinois 60606
Attn: Kevin McCarthy
Email: Kevin.McCarthy@nuveen.com
Phone: (312) 917-6899
Facsimile: (312) 917-7952
With copies to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Michael K. Hoffman
Email: michael.hoffman@skadden.com
Phone: (212) 735-3406
Facsimile: (917) 777-3406
To Bulldog, by delivery to:
Phillip Goldstein
Bulldog Investors, LLC
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Email: pgoldstein@bulldoginvestors.com
Phone: (201) 556-0092
Facsimile: (201) 556-0097
With copies to:
Stephanie Darling
General Counsel and Chief Compliance Officer
Bulldog Investors, LLC
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
Email: sdarling@bulldoginvestors.com
Phone: (201) 881-7109
Facsimile: (201) 556-0097
Such addresses may be changed from time to time by means of a notice
given in the manner provided above. Delivery for all notices and other
communications (other than legal process) hereunder shall be deemed
effective upon receipt of such communication by personal delivery,
overnight delivery or mail. Delivery solely to outside counsel shall not
constitute duly given notice to any party hereto.
8. Enforcement. The parties agree that breach of this Agreement may
cause immediate and irreparable harm and that, in the event of breach or
threatened breach of this Agreement, each party shall be entitled to seek
injunctive and other equitable relief without proof of actual damages in
addition to any other remedies as may be available at law or in equity.
Each party further agrees to waive any requirement for the securing or
posting of any bond in connection with such remedy. All rights under this
Agreement are cumulative, not exclusive, and will be in addition to all
rights and remedies available to either party at law or in equity.
9. No Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective agents, executors, heirs,
successors and permitted assigns. Neither this Agreement nor any of the
benefits of this Agreement shall be assigned by a party without the prior
written consent of the other parties hereto. No person not a party to this
Agreement shall have any rights, benefits or obligations hereunder.
10. Amendments. No amendments, changes or modifications may be made to
this Agreement without the express prior written consent of each of the
parties hereto.
11. Invalidity. If any term or provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms and provisions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
12. No Waiver. No failure or delay by a party in exercising any right
hereunder or any partial exercise thereof shall operate as a waiver thereof
or preclude any other or further exercise of any right hereunder. No waiver,
express or implied, by any party of any breach or default by any other party
in the performance by the other party of its obligations under this
Agreement shall be deemed or construed to be a waiver of any other breach
or default, whether prior, subsequent, or contemporaneous, under this
Agreement. Any waiver must be in writing and executed by the party against
whom the waiver is sought to be charged.
13. Counterparts. This Agreement may be executed in counterparts each of
which shall be deemed an original, and when taken together all such
counterparts shall be deemed to constitute one and the same document.
14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
applicable principles of conflicts of law or choice of laws of any state.
In the event of any litigation between the parties concerning this Agreement,
it is agreed that the venue shall be determined by the defendant and the
prevailing party in any such litigation, as determined in a judgment by the
court, shall be entitled to recover its fees and expenses relating to such
litigation,including, but not limited to, court costs, reasonable attorney's
fees, witness fees,expert fees and applicable travel expenses.
15. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. Entire Agreement. This Agreement and the Non-Disclosure Agreement
constitute the entire agreements between the parties hereto regarding the
subject matter hereof. No representations, warranties, or inducements have
been made by any party hereto concerning this Agreement other than those
contained and memorialized herein. This Agreement and the Non-Disclosure
Agreement integrate the whole of their agreements and understandings
concerning the same. No prior oral or written representations or
understandings concerning the subject matter hereof will operate to amend,
supersede or replace any of the terms or conditions set forth in this
Agreement, nor will they be relied upon.
17. Mutual Release. The parties hereby mutually release and discharge each
other, including each party's parents, subsidiaries and affiliates (including
the Fund's investment adviser), and each of their current or former officers,
directors, trustees, employees, representatives and agents, from any and all
claims relating to the Funds other than claims initiated by a third party,
which any party ever had based on any matter or thing done or omitted by any
party prior to the date of this Agreement, whether known or unknown, accrued
or contingent. Notwithstanding anything contained in this Agreement, the
parties agree that no party is prohibited from enforcing the terms and
conditions of this Agreement or of the Non-Disclosure Agreement or obtaining
relief for any breaches of either this Agreement or the Non-Disclosure
Agreement.
[The remainder of this page left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
BULLDOG INVESTORS, LLC
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Title: member
NUVEEN GLOBAL INCOME
OPPORTUNITIES FUND
NUVEEN DIVERSIFIED CURRENCY
OPPORTUNITIES FUND
By: /s/ Kevin J McCarthy By: /s/ Kevin J McCarthy
Name: Kevin J McCarthy Name: Kevin J McCarthy
Title: Vice President Title: Vice President
Appendix A
Although the Combined Fund shall conduct the Tender Offer pursuant to the terms
described in this Agreement, the Combined Fund will not commence the Tender
Offer or accept common shares via the Tender Offer if:
(1) such transactions, if consummated, would (a) result in the delisting of the
Combined Fund's shares from the New York Stock Exchange, or (b) impair the
Combined Fund's status as a regulated investment company under the Internal
Revenue Code of 1986, as amended;
(2) There is any (a)in the Board's judgment, material legal action or proceeding
instituted or threatened challenging such transactions or otherwise
materially adversely affecting the Combined Fund, (b) suspension of or
limitation on prices for trading securities generally on the New York Stock
Exchange, (c) declaration of a banking moratorium by federal or state
authorities or any suspension of payment by banks in the United States or
the State of New York, (d) limitation affecting the Combined Fund or the
issuers of its portfolio securities imposed by federal or state
authorities on the extension of credit by lending institutions,
(e) commencement of war, armed hostilities or other international or
national calamity directly or indirectly involving the United States, or
(f) in the Board's judgment, other event or condition which would
have a material adverse effect on the Combined Fund or its shareholders if
common shares were repurchased; or
(3) the Board determines that effecting any such transaction would constitute
a breach of their fiduciary duty owed to the Combined Fund or its
shareholders.
If the Tender Offer is delayed by the pendency of any of the above described
events, the Combined Fund will commence the Tender Offer within thirty days of
the termination of such delaying event. In the event that all delaying events
have not ceased within six months of the date of the earliest to occur of any
such delaying event, then the obligations of Bulldog pursuant to Section 2 of
this Agreement shall be null and void and of no further force and effect, and
the parties shall negotiate in good faith to reach an agreement that provides
a comparable benefit to the shareholders of the Combined Fund.