RESPONSE OF THE OFFICE OF CHIEF COUNSEL 

DIVISION OF INVESTMENT MANAGEMENT 

June 26, 2013 

IM Ref. No. 20134121529 

Nuveen Select Quality Municipal 

Fund, Inc., Nuveen AMT-Free 

Municipal Value Fund, Nuveen 

Enhanced Municipal Value Fund, 

Nuveen Texas Quality Income 

Municipal Fund, Nuveen Investment 

Quality Municipal Fund, Inc., 

Nuveen Select Tax-Free Income 

Portfolio, Nuveen Select Tax-Free 

Income Portfolio 2, Nuveen Select 

Tax-Free Income Portfolio 3, 

Nuveen California AMT-Free 

Municipal Income Fund, Nuveen 

California Select Quality Municipal 

Fund, Inc. , Nuveen California 

Quality Income Municipal Fund, 

Inc., Nuveen California Dividend 

Advantage Municipal Fund, Nuveen 

California Municipal Value Fund, 

Inc., Nuveen California Investment 

Quality Municipal Fund, Inc., 

Nuveen California Performance Plus 

Municipal Fund, Inc., Nuveen 

Quality Preferred Income Fund, 

Nuveen Quality Preferred Income 

Fund 2, Nuveen Quality Preferred 

Income Fund 3, Nuveen Short 

Duration Credit Opportunities Fund, 

Nuveen New Jersey Investment 

Quality Municipal Fund, Inc., 

Nuveen New Jersey Premium 

Income Municipal Fund, Inc., and 

Nuveen Virginia Premium Income 

Municipal Fund 

File No. 811-06240 

Your letter dated June 20, 2013 requests our assurance that we would not recommend 

enforcement action to the Securities and Exchange Commission ("Commission") under Section 

5(b) or Section 6(a) ofthe Securities Act of 1933 (the "Securities Act") against Nuveen Select 

Quality Municipal Fund, Inc. ("NQS"), Nuveen AMT -Free Municipal Value Fund ("NUW"), 

Nuveen Texas Quality Income Municipal Fund ("NTX"), Nuveen Enhanced Municipal Value 

Fund ("NEV"), Nuveen Investment Quality Municipal Fund, Inc. ("NQM"), Nuveen Select 

Tax-Free Income Portfolio ("NXP"), Nuveen Select Tax-Free Income Portfolio 2 ("NXQ"), 
Nuveen Select Tax-Free Income Portfolio 3 ("NXR"), Nuveen California AMT-Free Municipal 

Income Fund ("NKX"), Nuveen California Select Quality Municipal Fund, Inc. ("NVC"), 

Nuveen California Quality Income Municipal Fund, Inc. ("NUC"), Nuveen California Dividend 

Advantage Municipal Fund ("NAC''), Nuveen California Municipal Value Fund, Inc. ("NCA"), 

Nuveen California Investment Quality Municipal Fund, Inc . ("NQC"), Nuveen California 

Performance Plus Municipal Fund, Inc. ("NCP"), Nuveen Quality Preferred Income Fund 

("JTP"), Nuveen Quality Preferred Income Fund 2 ("JPS"), Nuveen Quality Preferred Income 

Fund 3 ("JHP"), Nuveen Short Duration Credit Opportunities Fund ("JSD"), Nuveen New Jersey 

Investment Quality Municipal Fund, Inc. ("NQJ"), Nuveen New Jersey Premium Income 

Municipal Fund, Inc. ("NNJ"), and Nuveen Virginia Premium Income Municipal Fund ("NPV") 

(each, a "Fund," and collectively, the "Funds"), each ofwhich filed and had declared effective, 

or intends to file and have declared effective, by the Commission a shelf registration statement 

on Form N-2 ("Registration Statement"), if a Fund files a post-effective amendment to its 

Registration Statement pursuant to Rule 486(b) under the Securities Act, under the circumstances 

set forth in your letter. 

Background 

You state that each Fund is a closed-end management investment company registered 

under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed 

and had declared effective, or intends to file and have declared effective, by the Commission its 

Registration Statement pursuant to which it may issue common shares on a delayed basis in 

accordance with Rule 415(a)(l)(x) under the Securities Act and the positions of the Commission 

staff. 1 Nuveen Fund Advisors, Inc. serves as the investment adviser to each Fund. 2 Each Fund's 

common shares are registered under Section 12(b) of the Securities Exchange Act of 1934 and 

are listed and traded on the New York Stock Exchange. 

You state that each Fund's board oftrustees or board of directors, as applicable, (the 

"Board"), including a majority of independent trustees or directors, has concluded that a 

continuously effective shelf registration statement would be beneficial to each Fund, its 

shareholders and potential investors. You state that each Fund, therefore, needs a continuously 

effective Registration Statement, and annually would have to file post-effective amendments to 

its Registration Statement pursuant to Section 8(c) of the Securities Act ("Post-Effective 

Amendments") to bring the Fund's financial statements up to date or to make other non-material 

changes. You further state that each Fund, its shareholders and potential investors would benefit 

if Post-Effective Amendments filed for the purpose of bringing the Fund's financial statements 

up to date or to make any other non-material changes were effective immediately, as permitted 

by Rule 486(b) under the Securities Act available to certain registered closed-end investment 

See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6, 2006); Pilgrim 

America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) ("Pilgrim Letter"). 

NQS, NUW, and NEV, are sub-advised by Nuveen Asset Management, LLC and have a fiscal year ending 

on October 31. NQM, NXP, NXQ, and NXR are sub-advised by Nuveen Asset Management, LLC and have a fiscal 

year ending on March 31. NTX, NKX, NYC, NUC, NAC, NCA, NQC, and NCP are sub-advised by Nuveen Asset 

Management, LLC and have a fiscal year ending on February 28. JTP, JPS, and JHP are sub-advised by Spectrum 

Asset Management, Inc. and have a fiscal year ending on July 31. JSD is sub-advised by Symphony Asset 

Management, LLC and has a fiscal year ending on July 31. NQJ and NNJ are sub-advised by Nuveen Asset 

Management, LLC and have a fiscal year ending on April 30 . NPV is subadvised by Nuveen Asset Management, 

LLC and has a fiscal year ending on Apri130. 

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2 
companies. You state that utilization of Rule 486(b) would help ensure that the Funds have the 

ability to raise capital as the opportunity arises, and could reduce expenses incurred by the Funds 

in the Post-Effective Amendment process. You further state that due to the limited purpose for 

which the Funds would use Rule 486(b ), no erosion of investor protection would occur and 

investors could have faster access to important information about the Funds, including their 

updated financial information. 

Discussion 

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective 

amendment to a registration statement filed by a registered closed-end management investment 

company which makes periodic repurchase offers under Rule 23c-3 under the Investment 

Company Act ("Interval Fund") shall become effective on the date on which it is filed with the 

Commission, provided that certain conditions are met. The conditions of Rule 486(b) require, 

among other things, that the post-effective amendment be filed for no purpose other than, among 

other things, bringing the financial statements up to date or making non-material changes, and 

that the registrant make certain representations concerning the purpose for which the amendment 

is filed. 

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may 

have a need to raise capital continuously, and therefore need continuously effective registration 

statements and would benefit if certain filings could become effective automatically. 3 The 

Commission staff in 1998 recognized that registered closed-end management investment 

companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility 

to take advantage of favorable market conditions to raise additional capital through continuous or 

delayed offerings oftheir securities. 4 You assert that the Funds and their shareholders also 

would benefit if the Funds' Post-Effective Amendments that comply with the conditions ofRule 

486(b) could become effective immediately pursuant to that Rule. 

You represent that each filing made in reliance on the requested relief would be made in 

compliance with the conditions of Rule 486(b ), and that each Fund will file a Post-Effective 

Amendment containing a prospectus pursuant to Section 8( c) ofthe Securities Act prior to any 

offering of its securities at a price below net asset value. You also represent that in relying on 

the requested relief to sell common shares, each Fund will sell newly issued shares at a price no 

lower than the sum of the Fund's net asset value plus the per share commission or underwriting 

discount. 5 · 

See Post-Effective Amendments to Investment Company Registration Statements, Investment Company 

Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a 

fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an 

amount not less than five percent of the outstanding shares. See Rule 23c-3 under the Investment Company Act. 

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or 

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End 

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective 

Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993). 

4 S ee Pilgrim Letter, supra note 1, at n.12 and accompanying text. 

5 See Pilgrim Letter, supra note 1, at n.4 and accompanying text. 

3 

Conclusion 

Based on the facts and representations set forth in your letter, we would not recommend 

that the Commission take any enforcement action, under Section 5(b) or Section 6(a) ofthe 

Securities Act against the Funds ifthe Funds file Post-Effective Amendments to their 

Registration Statements pursuant to Rule 486(b) under the Securities Act. This response 

expresses our view on enforcement action only and does not express any legal or interpretive 

conclusion on the issues presented. Because our position is based upon all ofthe facts and 

representations in your letter, any different facts or representations may require a different 

conclusion.6 We note that each Fund has acknowledged that the staff may withdraw any 

assurance granted in this letter ifthe staff finds that the Fund is misusing Rule 486(b) or for any 

other reason. 

CL.~ _J:j~""1 

Adam Glazer 

Senior Counsel 

The Division oflnvestment Management generally permits third parties to rely on no-action or interpretive 

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the 

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, 

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very fact-specific nature ofthe 

Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely 

on this position. The staff is willing to consider similar requests from other registered closed-end management 

investment companies. 

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1 

1933 Act — Section 5(b)
 

1933 Act — Section 6(a)
 

1933 Act — Rule 486
 

June 20, 2013 

Douglas J. Scheidt
 

Associate Director and Chief Counsel
 

Division of Investment Management
 

Securities and Exchange Commission
 

100 F Street, N.E. 

Washington, DC 20549
 

Dear Mr. Scheidt: 

On behalf of certain closed-end funds (“Funds”) advised by Nuveen Fund 

Advisors, Inc., we seek assurance that the staff of the Division of Investment 

Management (the “Staff”) will not recommend enforcement action to the 

Securities and Exchange Commission (the “Commission”) against the Funds 

under Section 5(b) or Section 6(a) of the Securities Act of 1933, as amended 

(the “Securities Act”), if the Funds use Rule 486(b) under the Securities Act 

under the circumstances set forth in this letter. 

1 

The Funds are: 

(a)	 Nuveen Select Quality Municipal Fund, Inc. (NQS), Nuveen AMT-Free Municipal 

Value Fund (NUW), Nuveen Enhanced Municipal Value Fund (NEV), all subadvised by Nuveen Asset Management, LLC and with a fiscal year-end of October 

31; 

(b) Nuveen Investment Quality Municipal Fund, Inc. (NQM), Nuveen Select Tax-Free 

Income Portfolio (NXP), Nuveen Select Tax-Free Income Portfolio 2 (NXQ), 

Nuveen Select Tax-Free Income Portfolio 3 (NXR), all sub-advised by Nuveen 

Asset Management, LLC and with a fiscal year-end of March 31; 

(c)	 Nuveen Texas Quality Income Municipal Fund (NTX), Nuveen California AMTFree Municipal Income Fund (NKX), Nuveen California Select Quality Municipal 

Fund, Inc. (NVC), Nuveen California Quality Income Municipal Fund, Inc. (NUC), 

Nuveen California Dividend Advantage Municipal Fund (NAC), Nuveen California 

Municipal Value Fund, Inc. (NCA), Nuveen California Investment Quality 

Municipal Fund, Inc. (NQC), Nuveen California Performance Plus Municipal Fund, 

Inc. (NCP), all sub- advised by Nuveen Asset Management, LLC and with a fiscal 

year-end of February 28; 

(d) Nuveen Quality Preferred Income Fund (JTP), Nuveen Quality Preferred Income 

Fund 2 (JPS) and Nuveen Quality Preferred Income Fund 3 (JHP), all sub-advised 

by Spectrum Asset Management, Inc., Nuveen Short Duration Credit Opportunities 

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Mr. Douglas Scheidt 

June 20, 2013 

Page 2 

I. Background 

Each of the Funds is a closed-end management investment company 

registered under the Investment Company Act of 1940, as amended (the 

“Investment Company Act”). Each Fund’s common shares are registered 

under Section 12(b) of the Securities Exchange Act of 1934, as amended, and 

are listed and traded on the New York Stock Exchange. Each Fund has filed a
 

shelf registration statement on Form N-22 

pursuant to which it has issued, or
 

intends to issue, securities on a delayed basis in accordance with Rule
 

415(a)(l)(x) under the Securities Act and the positions of the Staff articulated 

in the Pilgrim America and Nuveen no-action letters. 3
 

The Board of Trustees or Board of Directors, as applicable, (the 

“Board”) of each Fund, including a majority of the independent trustees or 

directors, has concluded that the continued ability to raise capital through the 

public offering of additional securities on a delayed and continuous basis 

benefits each Fund and its shareholders. The Board has further concluded that a 

continuously effective shelf registration statement would facilitate that goal. 

The Funds’ might not be able to sell securities off the shelf registration 

statements for significant portions of each year due to the post-effective 

amendment process currently required to update the Funds’ financial statements. 

As a result, at times the Funds might be unable to issue new shares when 

already-issued shares are trading at a premium to net asset value, thus frustrating 

the Funds’ ability to raise new capital to the detriment of the Funds and their 

shareholders. 

Fund (JSD), sub- advised by Symphony Asset Management, LLC, and all with a 

fiscal year end of July 31; 

(e)	 Nuveen New Jersey Investment Quality Municipal Fund, Inc. (NQJ) and Nuveen 

New Jersey Premium Income Municipal Fund, Inc. (NNJ), all sub-advised by 

Nuveen Asset Management, LLC and with a fiscal year-end of April 30; and 

(f) Nuveen Virginia Premium Income Municipal Fund (NPV), sub-advised by Nuveen 

Asset Management, LLC and with a fiscal year-end of April 30. 

2 Several of the Funds have filed shelf registration statements that have not yet been declared 

effective. Each of these Funds has been in operation for at least ten years, and the shares of 

each Fund have traded at a premium to net asset value at times. Those Funds, with the 

inception date for each, are: NXP (3/19/92); NXQ (5/21/92); NXR (7/24/92); NKX 

(11/22/02); NVC (5/22/91); NCA (10/7/87); NQC (11/20/90); NCP (11/15/89); JTP (6/25/02); 

JPS (9/24/02); JHP (12/19/02); NQJ (2/21/91); NNJ 12/18/92); and NPV (3/18/93). The 

remaining Funds have effective shelf registration statements. 

3 Nuveen Virginia Premium Income Municipal Fund (pub. avail. Oct. 6, 2006); Pilgrim 

America Prime Rate Trust (pub. avail. May 1, 1998) (“Pilgrim”). 

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Mr. Douglas Scheidt 

June 20, 2013 

Page 3 

The Board believes that the Funds, their shareholders and potential 

investors would benefit if the Funds were allowed to use Rule 486(b), which 

is currently available only to certain registered closed-end investment
 

companies,

4 to file post-effective amendments to their shelf registration 

statements that would become effective immediately, for the purposes of
 

updating their financial statements or making non-material changes to their
 

registration statements. Due to the limited purpose for which the Funds
 

propose to use Rule 486(b), no erosion of investor protection should result 

from the Funds’ use of Rule 486(b).
 

II. Discussion 

Rule 415(a)(3) requires a registrant that is an investment company filing 

on Form N-2 to furnish the undertakings required by Item 34.4 of Form N-2. 

Item 34.4.a of Form N-2 (the registration statement utilized by closed-end 

funds) requires a registrant to undertake “to file, during any period in which 

offers or sales are being made, a post-effective amendment to the registration 

statement: (1) to include any prospectus required by Section 10(a)(3) of the 

1933 Act.” 

Each Fund has made this undertaking in its registration statement. As a 

consequence, each Fund currently is or will be required to file a post-effective 

amendment on an annual basis to update its shelf registration statement with its 

audited financial statements in accordance with this undertaking, as well as to 

make any non-material updates. Each Fund currently is required to satisfy this 

undertaking by filing a post-effective amendment with the Commission 

pursuant to Section 8(c) of the Securities Act. Section 8(c) does not provide a 

mechanism for automatic effectiveness. A post-effective amendment filed 

pursuant to Section 8(c) must be declared effective by the Staff in order to take 

effect. This process subjects the post- effective amendment to review and 

comment by the Staff, including for routine non-material amendments, which in 

the Funds’ experience can be a lengthy process. Prior to the post-effective 

amendment being declared effective by the Staff, a Fund cannot issue common 

4 The Funds are not organized as interval funds pursuant to Rule 23c-3 under the 

Investment Company Act, and therefore Rule 486(b) is not currently available to the 

Funds. 

Nuveen Municipal High Income Opportunity Fund (NMZ), Nuveen Municipal High 

Income Opportunity Fund 2 (NMD), Nuveen Floating Rate Income Opportunity Fund 

(JRO), Nuveen Senior Income Fund (NSL), Nuveen Floating Rate Income Fund (JFR) 

and Nuveen Municipal Value Fund, Inc. (NUV) previously received the relief requested 

herein. Nuveen Municipal High Income Opportunity Fund (pub. avail. Nov. 9, 2010). 

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Mr. Douglas Scheidt 

June 20, 2013 

Page 4 

shares of beneficial interest pursuant to it, thereby potentially preventing the
 

Fund from taking advantage of what may be an attractive market to raise assets
 

for the benefit of Fund shareholders.
 

Closed-end funds that are operated as interval funds pursuant to Rule 

23c-3 under the Investment Company Act are not subject to these delays. Rule 

486(b) generally provides that a post-effective amendment to a registration 

statement, or a registration statement for additional shares of common stock, 

filed by a registered closed-end management investment company or business 

development company that makes periodic repurchase offers under Rule 

23c-3 under the Investment Company Act (collectively, “Interval Funds”), shall 

become immediately effective on the date it is filed, or on a later date 

designated by the registrant that is no more than 30 days after the filing is made, 

provided that the post-effective amendment or registration statement is filed 

solely to (i) register additional shares of common stock for which a registration 

statement filed on Form N-2 is effective, (ii) bring the financial statements up to 

date under Section l0(a)(3) of the Securities Act or Rule 3-18 of Regulation SX, (iii) designate a new effective date for a previously filed post-effective 

amendment or registration statement for additional shares under Rule 486(a), 

which has not yet become effective, (iv) disclose or update the information 

required by Item 9c of Form N-2, 5 (v) make any non-material changes the 

registrant deems appropriate, and (vi) meet any other purpose the Commission 

shall approve. 

In adopting Rule 486, the Commission stated that “[t]he initial proposal 

of rule 486 recognized that closed-end interval funds may need continuously 

effective registration statements and would benefit if certain filings could 

become effective automatically.” 6 As closed-end funds that are conducting 

offerings pursuant to Rule 415(a)(1)(x), the Funds believe that the Rule should 

be extended to them. The Staff recognized some time ago that like Interval 

Funds, registered closed-end investment companies such as the Funds also 

would benefit from the flexibility to raise additional capital through continuous 

or delayed offerings of their securities and from having continuously effective 

registration statements. 7 

5 We note that Form N-2 does not have, and has never had, an “Item 9c.” Based upon a 

review of the administrative history of Rule 486, we believe that this should be a 

reference to Item 9.1.c. of Form N-2, which relates to information regarding individual 

portfolio managers. 

6	 Securities Act Release No. 7083, Investment Company Act Release No. 20486 (Aug. 17, 

1994), text at n.22. 

7	 Pilgrim, supra n.3. 

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Mr. Douglas Scheidt 

June 20, 2013 

Page 5 

The ability to use Rule 486(b) would help ensure that the Funds have the 

ability to raise capital promptly in response to market developments, could 

reduce expenses incurred by the Funds as a result of the registration statement 

review and comment process, and investors could have faster access to 

important information about the Funds including updated financial information. 

Because the use of Rule 486(b) is carefully conditioned, the Funds believe that 

no investor protections would be compromised. The Funds represent that in 

each instance such filings would be made in compliance with the conditions of 

Rule 486(b). 8 Each Fund that relies on the requested relief to sell shares of 

common stock will sell newly issued shares at a price no lower than the sum of 

the Fund’s net asset value plus the per share commission or underwriting 

discount.9 

The Staff has granted no-action relief to other closed- end funds issuing 

securities in accordance with Rule 415(a)(1)(x) that sought to use Rule 486(b). 10 

The Funds’ request is substantially similar to the prior requests. 

Each Fund acknowledges that the Staff may withdraw for any reason any 

assurance granted in response to this letter. Please contact the undersigned at 

(202) 373 - 6725, or Trina Winkelmann at (202) 373 - 6193 with any questions 

or comments regarding this letter. 

Very truly yours, 

Thomas S. Harman 

8	 The Funds would not seek to use a filing made in accordance with Rule 486(b) to register 

additional securities without first obtaining relief from Rule 413 under the Securities Act. 

9	 See Calamos Convertible Opportunities and Income Fund (pub. avail. Feb. 14, 2011). 

Each Fund also represents that it will file a post-effective amendment containing a 

prospectus pursuant to Section 8(c) of the Securities Act prior to any offering of its 

securities below net asset value. 

10	 Nuveen Municipal High Income Opportunity Fund (pub. avail. Nov. 9, 2010), Calamos 

Convertible Opportunities and Income Fund (pub. avail. February 14, 2011) and 

Aberdeen Australia Equity Fund, Inc. (pub. avail. April 12, 2012). 

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