SMA Terms

Terms of Use

The Website

Nuveen and the relevant Nuveen managers, as applicable (collectively, “Nuveen” or “we”) has created this website (the “Website”) for use only by ERISA plan clients participating in a fully-bundled wrap fee managed account program sponsored by a third party (a “Program Sponsor”) in connection with disclosure requirements that may apply to Nuveen managers (each, a “Manager”) under Section 408(b)(2) of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

These Terms of Use govern your access and use of the Website. Your right to use the Website is subject to your agreement to abide by these Terms of Use, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Website. At any time and for any reason we may revoke your right to use all or any portion of the Website. You may not violate or attempt to violate the security of the Website.

Your use of the Website indicates your full acceptance of these Terms of Use in its then current form each time you access the Website. Nuveen may change, add or remove portions of the Website or the Terms of Use from time to time and any modifications will be effective immediately upon posting unless we indicate otherwise. We suggest that you review the Website and Terms of Use periodically for changes.

Privacy Policy

Please review Nuveen’s Privacy Policy to learn about our information collection practices and the measures we take to preserve the privacy and security of your information. The Privacy Policy forms a part of these Terms of Use and is hereby incorporated by reference.

Confidentiality

All information contained in and/or accessed through the Website is confidential and proprietary, and may not be reproduced or redistributed in any manner, except that you may provide a copy to your advisors as you deem reasonably necessary.

In offering access to the Website, we are making available to you information regarding advisory fees that your Manager receives from wrap fee Program Sponsors pursuant to an agreement with the Program Sponsor. Fees vary by program based on the Program Sponsor, size of the program, services, particular investment strategy, any pre-existing business relationship with the Manager, Nuveen and/or its affiliates, and/or other factors.

You have been given access to the confidential information based upon your representation that (i) you are an ERISA plan client participating in a fully-bundled wrap fee managed account program managed by a Manager and (ii) you will only use such confidential information for authorized purposes.

Informational Purposes Only

Nothing on the Website is an offer or solicitation to buy or sell any security or service. Although the Website may include investment-related information, nothing on the Website is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. Nothing on the Website is intended to be, and you should not consider anything on the Website to be, investment, accounting, tax or legal advice.

Restrictions on Use

You may not access the Website or use the information contained in the Website for any illegal purpose or in any manner inconsistent with these Terms of Use. You agree to access the Website and use the information contained therein solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Website in any manner that could compete with the business of Nuveen or its affiliates.

Any person using the Website is not permitted to decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website.

Risks you Assume by Using the Website

Information contained in the Website is current only as of the date indicated. While we make reasonable efforts to provide accurate information, at times we may not promptly update or correct the Website even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we are not responsible for any action that you take or decision you make in reliance on any information contained in the Website.

Transmissions to and from the Website

While we make reasonable efforts to ensure that the Website is secure, we do not guarantee the security of the Website. Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Website may not be secure.

International Use

Due to the global nature of the Internet, the Website may be accessed by users in countries other than the United States. We make no warranties that materials on the Website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use the Website, then you should not do so. Those who choose to access the Website outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations.

Disclaimer of Warranties

Nuveen believes that the information contained in the Website reflects, to the best of its knowledge and in light of available guidance, the information in connection with Section 408(b)(2) of ERISA with respect to ERISA plan clients. You acknowledge that we provide the contents of the Website on an “as is” and “as available” basis with no warranties of any kind. Nuveen and its affiliates disclaim all representations and warranties, express or implied of any kind with respect to the Website, including warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property and proprietary rights. Without limiting the foregoing, Nuveen and its affiliates do not warrant the availability, accuracy, completeness, timeliness, functionality, reliability, speed or delivery of the Website or any part of the information contained in the Website. Your use of the Website and use or reliance upon any of the materials on it is solely at your own risk.

Liability

Neither Nuveen nor any of its affiliates, agents, members, directors or employees are responsible for any damages, liabilities or injury, including but not limited to indirect, incidental, special, exemplary, punitive or consequential damages, or for any lost profits or losses, however caused, arising out of your use of (or inability to use) the Website or these Terms of Use. Our liability is limited to the maximum extent permitted by law and is limited even if we have been advised of the possibility of the damages, liability or injury that you suffer or if any remedy you have fails of its essential purpose, including any damages, liabilities or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction.

In exchange for using the Website, you agree to indemnify and hold Nuveen, its affiliates, agents, members, directors and employees harmless against any and all claims, losses, liabilities, costs and expenses (including, but not limited to, attorneys’ fees) arising from your use of the Website, from your violation of these Terms of Use or from any decisions that you make based on the Website.

Notwithstanding the foregoing, nothing contained in preceding paragraphs or elsewhere in these Terms of Use shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

Severability

If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions.