Closed-End Funds Closed-End Funds OUR PRACTICE Stradley Ronon’s top-ranked investment management group represents closed-end funds (CEFs), their sponsors, investment advisers and boards of directors in connection with securities offerings, structuring leverage, periodic disclosure requirements, compliance matters and related topics. Our clients include some of the most prominent and innovative CEF sponsors and complexes in the United States. We represent CEFs in marketing their shares via offerings registered under the Investment Company Act of 1940 (1940 Act) and the Securities Act of 1933 (1933 YOUR ISSUES registration statement, handling Act), on national stock exchanges SEC comments, negotiation of and through private placements. Stradley Ronon assists with all legal the underwriting agreement We frequently serve as special issues throughout a CEF’s life cycle – and related arrangements, stock counsel to CEFs, investors, from evaluating investment strategies exchange listing, review of industry trade groups and other and underwriting arrangements marketing materials and related through fund formation, registration, law firms regarding complex FINRA review process, and launch, listing of fund shares and documenting the settlement of issues arising under the 1940 post-offering phases. the offering and any exercises of Act, the 1933 Act, the Securities the underwriters’ over-allotment Exchange Act of 1934 (1934 Act), We routinely advise on: option. and the rules and regulations of national stock exchanges and • Initial Public Offerings – Guiding • Innovative Product Structures the Financial Industry Regulatory CEFs through all phases of the and Leverage Vehicles – Assisting initial public offering, including Authority (FINRA). CEFs in developing innovative filing of and amendments to the product structures, including We also serve as ongoing or special legal counsel to CEFs, their boards and investment advisers (including as ongoing CLIENT SUCCESSES or special independent legal • Represented Nuveen-sponsored • Defended several closed-end counsel to independent closed-end funds Nuveen funds against activist proposals directors/trustees) with respect Dividend Advantage Municipal initiated by New York hedge fund to special projects relating Fund, Nuveen New York Dividend Saba Capital Management, L.P., to activist investors. Stradley Advantage Municipal Fund, including a successful outcome in Ronon guides CEFs in their Nuveen Minnesota Municipal a proxy fight. dealings with activist and Income Fund, Nuveen Maryland dissident investors, including Premium Income Municipal filing SEC no-action letters to Fund and Nuveen North Carolina Premium Income Municipal Fund exclude proposals, assisting in privately negotiated exchange with proxy contests and offers and sales of additional representing our clients in preferred shares with an aggregate related litigation. value of over $887 million. target term funds, and designing SEC exemptive applications changing markets and regulatory creative leverage vehicles, for periodic capital gains guidance. including new types of term distributions, and other measures preferred shares, and bringing designed to assist CEFs in • Regulatory and Compliance these new products to market. addressing persistent market Issues – Navigating clients price discounts to net asset value. through complex compliance • Preferred Share Offerings – issues related to new or novel Handling public and private • Interval Funds – Assisting clients investment concepts, leverage offerings of preferred shares used in creating and offering interval products and underwriting for leverage and for refinancing funds products, including drafting arrangements, as well as issues existing leverage vehicles. regulatory filings for periodic arising from returns of capital tender offers and obtaining and multiple capital gains • Credit Facility or Borrowings exemptive relief for multi-class distributions. – Conducting public and private and distribution fee structures. offerings of debt securities and • Regulatory Investigations and commercial paper used for • Fund Reorganization and Enforcement – Guiding clients leverage, as well as negotiating Mergers – Assisting clients with through SEC or other federal and bank borrowings; assisting CEFs product rationalization through state regulatory investigations with alternative forms of leverage mergers of CEFs that allow for and enforcement actions. such as tender option bonds and asset retention and preservation mortgage dollar rolls. of leverage. • Tax – Addressing tax issues arising in the formation, • Dealing with Activist and • Board and Committee Meetings operation and distribution of Dissident Investors – Defending – Counseling CEF sponsors on all CEF shares, and those arising CEFs in proxy fights and aspects of preparing for, attending from post-offering dividends and related litigation with activist and documenting registered CEF distributions. shareholders and eliminating board and committee meetings. shareholder proposals from CEF • Shelf Offerings, At-the-Market proxies, as well as managing • Exemptive Orders and No- Offerings and Other “Follow- and making regulatory filings in Action Letters – Seeking novel on” Offerings – Preparing connection with tender offers, exemptive or no-action relief to registration statements, mergers or other transactions provide clients with a competitive negotiating sales agent negotiated by CEFs in their advantage or cost-effective, arrangements and handling dealings with activist investors. routine relief. closings related to shelf offerings, at-the-market offerings and other • Addressing Market Price • Periodic Disclosures – Preparing forms of “follow-on” offerings, Discounts – Assisting CEFs in and reviewing periodic report including rights offerings. developing managed distribution and annual proxy statement plans, periodic tender offers, disclosure in response to CLIENT SUCCESSESSome of our recent client successes include: • Represented Nuveen-sponsored • Represented nine Invesco- • Represented Nuveen-sponsored closed-end fund, Nuveen High sponsored municipal closed- senior loan closed-end funds Income December 2019 Target Term end funds in connection with the Nuveen Floating Rate Fund (NYSE: JHD) in connection extension of the term redemption Income Fund (NYSE: JFR), with its initial date on approximately $1.95 billion in Nuveen Floating Rate Income public offering, which raised aggregate liquidation preference of Opportunities Fund (NYSE: JRO) $270.4 million. the funds’ Variable Rate Muni Term and Nuveen Senior Income Fund Preferred Shares (VMTP Shares). (NYSE: NSL) in connection with a In addition to the extensions, four of series of offerings of Term Preferred the funds sold in private placements Shares representing an aggregate additional VMTP Shares totaling of approximately $252 million in aggregate liquidation preference. $87.5 million in aggregate liquidation preference, and one of the funds redeemed $15 million worth of VMTP Shares. For more information on our Closed-End Funds Practice, visit www.stradley.com/closed-end-funds.

CONTACT David P. Glatz Michael D. Mabry 312.964.3502 215.564.8011 [email protected] [email protected]

ABOUT STRADLEY RONON For more than 90 years, Stradley Ronon has helped private and public companies – from small businesses to Fortune 500 corporations – achieve their goals. With seven offices and more than 200 attorneys, Stradley Ronon is proud to help companies manage their legal challenges and grow their businesses.

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