Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. The Target Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the list provided by the Acquiring Fund before the Closing. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing, except that the dividend(s) set forth in Section 8.5 shall be paid as set forth in such section. The Target Fund will, within a reasonable period of time before the Closing Date, Date (as such term is defined in Section 3.1 3.1), furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of identify the securities, if any, on the Target Fund’s list referred to above in the foregoing sentence that do not conform to the Acquiring Fund’s investment objectiveobjectives, policiespolicies or restrictions, as set forth in the Acquiring Fund’s Registration Statement (as defined in Section 5.7), and restrictionswill notify the Target Fund accordingly. The Target Fund, if requested by the Acquiring Fund, will dispose of such non-conforming securities on the list provided identified by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon applicable to the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Target Fund Board or Nuveen Fund Advisors, LLC, the Adviserinvestment adviser to the Funds, such disposition would adversely affect the status of the Reorganization as a “reorganization,” as such term is used in Section 368(a) of the Code Code, or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. The Target Each Acquired Fund shall transfer substantially all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Acquired Fund as of the ClosingValuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.5. The Target Each Acquired Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target each Acquired Fund with a list of the securities, if any, on the Target Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Each Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list provided by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target each Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target each Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target any Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or Nuveen Fund Advisors, Inc., the investment adviser to the Funds (the “Adviser”), such disposition would adversely affect the status of the its Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target such Acquired Fund.

Assets to be Transferred. The Target Acquired Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, futures and dividends or interest receivables owned by the Target Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Acquired Fund on the Closing Date (as of the Closingdefined in Section 3.1). The Target Acquired Fund will, within a reasonable period of time five business days before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Acquired Fund’s 's portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time five business days before the Closing Date, furnish the Target Acquired Fund with a list of the securities, if any, on the Target Acquired Fund’s 's list referred to above that do not conform to the Acquiring Fund’s 's investment objectiveobjectives, policies, and restrictions. The Target Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund's list provided by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or First Trust Advisors L.P. (the Adviser"Advisor"), such disposition would adversely affect the status tax treatment of the Reorganization as a “reorganization” as such term is used in the Code for federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund.

Assets to be Transferred. (a) The Target Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, cash equivalents, securities, commodities, interests in futures, futures and dividends or interest receivables, receivables for shares sold and other rights (including, but not limited to, rights to indemnification and contribution) and claims (including but not limited to, claims for breach of contract) owned by the Target Fund and Selling Fund, any deferred or prepaid expenses shown as an asset on the books of the Target Selling Fund as of the Closing. The Target Fund will, within a reasonable period of time before on the Closing Date, as such term is defined in Section 3.1 furnish 3.1, books and records of the Selling Fund, and any other property owned by the Selling Fund at the Valuation Time, as such term is defined in Section 2.1. (b) Not less than ten (10) calendar days before the Closing Date, the Selling Fund will provide the Acquiring Fund with a list schedule of its assets and its known liabilities, and such Acquiring Fund will provide the Selling Fund with a copy of the Target current investment objectives and policies applicable to the Acquiring Fund. The Selling Fund reserves the right, in the normal course of business, to sell or otherwise dispose of any of the securities or other assets shown on the schedule of the Selling Fund’s portfolio assets before the Closing Date and to purchase securities and other investmentsafter providing the Schedule to the Acquiring Company. The Acquiring Fund will, within a reasonable period of time Not less than five (5) calendar days before the Closing Date, furnish the Target Acquiring Fund with a list will advise the Selling Fund, in writing, of any investments of such Selling Fund shown on such schedule that the securities, if any, Acquiring Fund does not desire to hold on the Target Fund’s list referred Closing Date, pursuant to above its stated investment objectives and policies. If the Selling Fund holds any investments that do not conform to the Acquiring Fund’s Fund does not desire to hold on the Closing Date under its stated investment objective, objectives or policies, and restrictions. The Target the Selling Fund, if requested by the Acquiring Fund, will dispose of those securities on prior to the list provided by Closing Date to the Acquiring extent practicable and if consistent with its fiduciary duty to the Selling Fund before the Closing. In Shareholders (defined in Section 1.4)In addition, if it is determined that the portfolios of the Target Selling Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon to which the Acquiring Fund is or will be subject with respect to such investments, the Target Selling Fund, if requested by the Acquiring FundFund and if consistent with its fiduciary duty to the Selling Fund Shareholders, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target FundClosing Date.

Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. The Target Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 3.1, furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the list provided by the Acquiring Fund before the Closing. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Target Fund Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. The Target Each Selling Fund shall transfer all of its assets to the its corresponding Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, futures and dividends or interest receivables receivables, owned by the Target Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Target such Selling Fund as of the Closing. The Target Fund will, within a reasonable period of time before on the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Each Selling Fund will, within a reasonable period of time before the Closing Date, furnish each Acquiring Fund with a list of the Target Selling Fund's portfolio securities and other investments. Each Acquiring Fund will, within a reasonable time before the Closing Date, furnish its corresponding Selling Fund with a list of the securities, if any, on the Target Selling Fund’s 's list referred to above that do not conform to the Acquiring Fund’s 's investment objectiveobjectives, policies, and restrictions. The Target A Selling Fund, if requested by the its corresponding Acquiring Fund, will dispose of securities on the Acquiring Fund's list provided by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target a Selling Fund and the its corresponding Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Selling Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Board Selling Fund's trustees or the Adviserinvestment adviser, such disposition would adversely affect the status tax-free nature of the Reorganization as a “reorganization” as such term is used in the Code for federal income tax purposes or would otherwise not be in violate their fiduciary duties to the best interests of the Target Selling Fund's shareholders.

Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund on the Closing Date as of the Closingsuch term is defined in Section 3.1. The Target Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Fund’s 's portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s 's list referred to above that do not conform to the Acquiring Fund’s 's investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund's list provided by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “"reorganization” " as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. The Target Fund shall will transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing, except that the Target Fund will retain assets sufficient to pay the dividend or dividends set forth in Section 8.5. The Target Fund will, within a reasonable period of time before the Closing Date, Date (as such term is defined in Section 3.1 3.1), furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish identify the Target Fund with a list of the securitiessecurities and other investments, if any, on the Target Fund’s list referred to above in the foregoing sentence that do not conform to the Acquiring Fund’s investment objective, policies, policies or restrictions and restrictionswill notify the Target Fund accordingly. The Target Fund, if requested by the Acquiring Fund, will dispose of such non-conforming securities on the list provided and other investments identified by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain securities or other investments exceeding certain percentage limitations imposed upon applicable to the Acquiring Fund with respect to such securities or other investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such securities or other investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any securities or other investments or securities if, in the reasonable judgment of the Target Fund Board or Nuveen Fund Advisors, LLC, the investment adviser to the Funds (the “Adviser”), such disposition would adversely affect the status of the Reorganization as a “reorganization,” as such term is used in Section 368(a) of the Code Code, or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. (a) The Target Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, cash equivalents, securities, commodities, interests in futures, futures and dividends or interest receivables, receivables for shares sold and other rights (including, but not limited to, rights to indemnification and contribution) and claims (including but not limited to, claims for breach of contract) owned by the Target Fund and Selling Fund, any deferred or prepaid expenses shown as an asset on the books of the Target Selling Fund as of the Closing. The Target Fund will, within a reasonable period of time before on the Closing Date, as such term is defined in Section 3.1 furnish 3.1, books and records of the Selling Fund, and any other property owned by the Selling Fund at the Valuation Time, as such term is defined in Section 2.1. (b) Not less than ten (10) calendar days before the Closing Date, the Selling Fund will provide the Acquiring Fund with a list schedule of its assets and its known liabilities, and such Acquiring Fund will provide the Selling Fund with a copy of the Target current investment objectives and policies applicable to the Acquiring Fund. The Selling Fund reserves the right, in the normal course of business, to sell or otherwise dispose of any of the securities or other assets shown on the schedule of the Selling Fund’s portfolio assets before the Closing Date and to purchase securities and other investmentsafter providing the Schedule to the Acquiring Company. The Acquiring Fund will, within a reasonable period of time Not less than five (5) calendar days before the Closing Date, furnish the Target Acquiring Fund with a list will advise the Selling Fund, in writing, of any investments of such Selling Fund shown on such schedule that the securities, if any, Acquiring Fund does not desire to hold on the Target Fund’s list referred Closing Date, pursuant to above its stated investment objectives and policies. If the Selling Fund holds any investments that do not conform to the Acquiring Fund’s Fund does not desire to hold on the Closing Date under its stated investment objective, objectives or policies, and restrictions. The Target the Selling Fund, if requested by the Acquiring Fund, will dispose of those securities on prior to the list provided by Closing Date to the Acquiring extent practicable and if consistent with its fiduciary duty to the Selling Fund before the Closing. Shareholders (defined in Section 1.4) In addition, if it is determined that the portfolios of the Target Selling Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon to which the Acquiring Fund is or will be subject with respect to such investments, the Target Selling Fund, if requested by the Acquiring FundFund and if consistent with its fiduciary duty to the Selling Fund Shareholders, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target FundClosing Date.

Assets to be Transferred. The Target Each Acquired Fund shall transfer substantially all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Acquired Fund as of the ClosingValuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.5, and with respect to Premium Income, all liabilities (whether absolute, accrued, contingent or otherwise) as such Acquired Fund Board or its officers reasonably expect to exist against Premium Income as a result of the exercise of dissenters’ rights under Minnesota law (“Dissenters’ Rights”). The Target Each Acquired Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target each Acquired Fund with a list of the securities, if any, on the Target Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Each Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list provided by the Acquiring Fund before the ClosingClosing Date. In addition, if it is determined that the portfolios of the Target each Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target each Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the ClosingClosing Date. Notwithstanding the foregoing, nothing herein will require the Target any Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or Nuveen Fund Advisors, Inc., the investment adviser to the Funds (the “Adviser”), such disposition would adversely affect the status of the its Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target such Acquired Fund.