As filed with the Securities and Exchange Commission on or about April 30, 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 |
¨ | ||
Registration No. 333-138592 | |||
Pre-Effective Amendment No. | ¨ | ||
Post-Effective Amendment No. 7 | x | ||
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |
¨ | ||
Registration No. 811-21979
Amendment No. |
x |
Nuveen Investment Trust V
(Exact name of Registrant as Specified in Declaration of Trust)
333 West Wacker Drive, Chicago, Illinois | 60606 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, including Area Code: (312) 917-7700
Kevin J. McCarthy Vice President and Secretary 333 West Wacker Drive Chicago, Illinois 60606 (Name and Address of Agent for Service) |
Copies to: Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 |
Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness.
It is proposed that this filing will become effective (check appropriate box):
¨ | Immediately upon filing pursuant to paragraph (b) | ¨ | on (date) pursuant to paragraph (a)(1) | |||
x | on May 1, 2009 pursuant to paragraph (b) | ¨ | 75 days after filing pursuant to paragraph (a)(2) | |||
¨ | 60 days after filing pursuant to paragraph (a)(1) | ¨ | on (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 7
This Registration Statement comprises the following papers and contents:
Mutual Funds
Nuveen Taxable Fixed Income Funds
For investors seeking a high level of current income and total return.
Prospectus May 1, 2009 |
Nuveen Preferred Securities Fund
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Section 1 The Fund | ||
This section provides you with an overview of the fund, including the investment objective, risk factors, expense information and historical performance information. | ||
Introduction | 1 | |
Nuveen Preferred Securities Fund | 2 | |
Section 2 How We Manage Your Money | ||
This section gives you a detailed discussion of our investment and risk management strategies. | ||
Who Manages the Fund | 6 | |
What Types of Securities We Invest In | 7 | |
How We Select Investments | 12 | |
What the Risks Are | 12 | |
Section 3 How You Can Buy and Sell Shares | ||
This section provides the information you need to move money into or out of your account. | ||
What Share Classes We Offer | 17 | |
How to Reduce Your Sales Charge | 18 | |
How to Buy Shares | 19 | |
Special Services | 21 | |
How to Sell Shares | 22 | |
Section 4 General Information | ||
This section summarizes the funds distribution policies and other general fund information. | ||
Dividends, Distributions and Taxes | 24 | |
Distribution and Service Plan | 25 | |
Net Asset Value | 26 | |
Frequent Trading | 27 | |
Fund Service Providers | 28 | |
Section 5 Financial Highlights | ||
This section provides the funds financial performance. | 29 | |
Section 6 Glossary of Investment Terms | ||
This section provides definitions for certain terms in the prospectus. | 30 | |
May 1, 2009
Nuveen Preferred Securities Fund
This prospectus is intended to provide important information to help you evaluate whether the fund may be right for you. Please read it carefully before investing and keep it for future reference.
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
Section 1 The Fund
1
Nuveen Preferred Securities Fund
Fund Overview
Investment Objective
The fund seeks to provide a high level of current income and total return.
How the Fund Pursues Its Objective
Under normal circumstances, the fund will invest at least 80% of its net assets in preferred securities. At least 60% of the preferred securities in which the fund invests will be rated BBB/Baa or higher at the time of purchase by at least one independent rating agency, or if unrated, judged to be of comparable quality by the funds investment adviser. The fund may invest up to 40% of its net assets in securities rated below investment grade (BB/Ba or lower) at the time of purchase, which are commonly referred to as high yield, high risk or junk securities. The fund may invest up to 35% of its net assets in U.S. dollar-denominated securities of non-U.S. issuers and up to 10% of its total assets in other open- or closed-end funds that invest in similar types of securities.
The fund intends to invest primarily in fully taxable preferred securities ( i.e. , securities that do not qualify for the dividends received deduction), which pay distributions at either fixed or adjustable rates.
Preferred securities have preference over common stock in the payment of distributions and the liquidation of a companys assets. However, preferred securities share many investment characteristics with both common stock and bonds; therefore, the risks and potential rewards of investing in the fund may at times be similar to the risks of investing in both equity funds and bond funds.
The fund may also invest up to 20% of its net assets in the following types of securities: debt securities, U.S. government and agency debt, taxable municipal securities and convertible preferred securities. Under normal circumstances, the fund may invest up to 15% of its net assets in securities and other instruments that, at the time of investment, are illiquid ( i.e. , securities that are not readily marketable). The fund is a non-diversified fund and as a result may invest a relatively high percentage of its assets in a limited number of issuers.
What Are the Risks of Investing in the Fund?
Market Risk The market values of preferred securities owned by the fund may decline, at times sharply and unpredictably.
Preferred Security Risk Preferred securities are subordinated to bonds and other debt instruments in a companys capital structure and therefore will be subject to greater credit risk than those debt instruments.
Interest Rate Risk Interest rate risk is the risk that interest rates will rise, causing prices of fixed rate preferred securities and other fixed-income securities to fall.
Income Risk Income risk is the risk that the income from the funds portfolio will decline because of falling market interest rates. This can result when the fund invests the proceeds from new share sales, or from matured or called fixed-income securities, at market interest rates that are below the portfolios current earnings rate.
Credit Risk Credit risk is the risk that an issuer of a security will be unable to make dividend, interest and principal payments when due. In general, lower rated securities carry greater credit risk. The high yield or junk securities held by the fund are not investment grade and are generally considered speculative.
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Section 1 The Fund
Derivatives Risk The use of derivatives can lead to losses that may be magnified by certain features of the derivatives.
Illiquid Securities Risk The fund may invest up to 15% of its net assets in securities and other instruments that, at the time of investment, are illiquid. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the fund or at prices approximating the value at which the fund is carrying the securities on its books.
Concentration Risk The fund intends to invest at least 25% of its assets in the preferred securities of companies principally engaged in financial services. This policy makes the fund more susceptible to adverse economic or regulatory occurrences affecting this sector.
Non-U.S. Risk Non-U.S. risk is the risk that non-U.S. securities will be more volatile than U.S. securities.
As with any mutual fund investment, loss of money is a risk of investing.
Is this Fund Right for You?
This fund may be right for you if you are seeking:
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income and total return potential from a preferred security investment strategy; or |
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to meet long-term financial goals. |
You should not invest in this fund if you are:
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unwilling to accept share price fluctuation, including the possibility of sharp price declines; or |
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investing to meet short-term financial goals. |
How the Fund Has Performed
The following bar chart and table provide some indication of the potential risks and rewards of investing in the fund. The funds past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future.
The bar chart below shows changes in the funds performance from year to year for Class A shares. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, which would reduce returns.
Class A Annual Returns*
* | Class A year-to-date return as of March 31, 2009 was -22.84%. |
During the two-year period ended December 31, 2008, the highest and lowest quarterly returns were 1.28% and -22.82%, respectively, for the quarters ended March 31, 2008 and September 30, 2008.
Section 1 The Fund
3
The table below shows how the funds average annual returns compare with those of broad measures of market performance over the time periods indicated. Returns on Class A shares reflect the maximum sales charge imposed on such shares. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local tax. After-tax returns are shown for Class A shares only; after-tax returns for Class C and I shares will vary. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains. Returns after taxes on distributions and sale of shares assume you sold your shares at period end, and, therefore, are adjusted for any capital gains or losses incurred. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts such as individual retirement accounts (IRAs) or employer-sponsored retirement plans.
Average Annual Total Returns
for the Periods Ended December 31, 2008 |
||||||
1 Year |
Since Inception
(December 19, 2006) |
|||||
Returns Before Taxes: | ||||||
Class A |
-28.26 | % | -19.37 | % | ||
Class C |
-25.13 | % | -17.99 | % | ||
Class I |
-24.45 | % | -17.20 | % | ||
Class A Returns After Taxes: | ||||||
On Distributions |
-29.69 | % | -20.83 | % | ||
On Distributions and Sale of Shares |
-17.66 | % | -16.55 | % | ||
Merrill Lynch Preferred Hybrid Securities Index* | -8.99 | % | -10.04 | % | ||
Market Benchmark Index* | -12.37 | % | -10.88 | % |
* | The Merrill Lynch Preferred Hybrid Securities Index is an unmanaged index consisting of a set of investment grade exchange-traded preferred stocks with outstanding market values of at least $50 million that are covered by Merrill Lynch Fixed Income Research. The Market Benchmark Index is comprised of a 60% weighting in the Merrill Lynch Preferred Hybrid Securities Index, a 35% weighting in the Barclays Capital USD Capital Securities Index and a 5% weighting in the Merrill Lynch REIT Preferred Stock Index. Returns assume reinvestment of dividends, but do not reflect any brokerage commissions, sales charges or other fees or taxes. You cannot invest directly in an index. |
What Are the Costs of Investing?
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
Shareholder Transaction Expenses 1
(paid directly from your investment)
Share Class | A | C | I 2 | |||||
Maximum Sales Charge Imposed on Purchases | 4.75% | 3 | None | None | ||||
Maximum Sales Charge Imposed on Reinvested Dividends | None | None | None | |||||
Exchange Fees | None | None | None | |||||
Deferred Sales Charge 4 | None | 5 | 1% | 6 | None |
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Section 1 The Fund
Annual Fund Operating Expenses
(paid from fund assets)
Share Class | A | C | I 2 | ||||||
Management Fees | 0.74 | % | 0.74 | % | 0.74 | % | |||
12b-1 Distribution and Service Fees 7 | 0.25 | % | 1.00 | % | | ||||
Other Expenses | 0.65 | % | 0.58 | % | 0.52 | % | |||
Total Annual Fund Operating ExpensesGross 8 | 1.64 | % | 2.32 | % | 1.26 | % | |||
Fee Waiver and Expense Reimbursement | (0.69 | %) | (0.62 | %) | (0.57 | %) | |||
Custodian Fee Credits 9 | (0.01 | %) | (0.01 | %) | | ||||
Total Annual Fund Operating ExpensesNet | 0.94 | % | 1.69 | % | 0.69 | % |
1. | As a percentage of offering price unless otherwise noted. Financial intermediaries may charge additional fees for shareholder transactions or for advisory services. Please see their materials for details. |
2. | Class I shares, formerly named Class R shares, may be purchased only under limited circumstances, or by specified classes of investors. See How You Can Buy and Sell Shares. |
3. | Reduced Class A sales charges apply to purchases of $50,000 or more. See How You Can Buy and Sell Shares. |
4. | As a percentage of the lesser of purchase price or redemption proceeds. |
5. | Certain Class A purchases at net asset value of $1 million or more may be subject to a contingent deferred sales charge ( CDSC ) if redeemed within 12 months of purchase. See How You Can Buy and Sell Shares. |
6. | Class C shares redeemed within one year of purchase are subject to a 1% CDSC. See How You Can Buy and Sell Shares. |
7. | Long-term holders of Class C shares may pay more in Rule 12b-1 fees and CDSCs than the economic equivalent of the maximum front-end sales charge permitted under the Financial Industry Regulatory Authority Conduct Rules. |
8. | The investment adviser has agreed to waive fees and reimburse expenses through April 30, 2010, so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, and extraordinary expenses) do not exceed 0.70% (1.25% after April 30, 2010) of the average daily net assets of any class of fund shares. |
9. | The fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on the funds cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. There is no guarantee that the fund will earn such credits in the future. |
The following example is intended to help you compare the cost of investing in the fund with the costs of investing in other mutual funds. The example assumes you invest $10,000 in the fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example assumes that your investment has a 5% return each year and that the funds operating expenses are at the applicable expense limitation. Your actual returns and costs may be higher or lower.
Redemption | No Redemption | |||||||||||||||||||||
Share Class | A | C | I | A | C | I | ||||||||||||||||
1 Year |
$ | 567 | $ | 173 | $ | 72 | $ | 567 | $ | 173 | $ | 72 | ||||||||||
3 Years |
$ | 875 | $ | 651 | $ | 342 | $ | 875 | $ | 651 | $ | 342 | ||||||||||
5 Years |
$ | 1,205 | $ | 1,155 | $ | 633 | $ | 1,205 | $ | 1,155 | $ | 633 | ||||||||||
10 Years |
$ | 2,136 | $ | 2,542 | $ | 1,463 | $ | 2,136 | $ | 2,542 | $ | 1,463 |
Section 1 The Fund
5
To help you better understand the fund, this section includes a detailed discussion of the funds investment and risk management strategies. For a more complete discussion of these matters, please see the statement of additional information, which is available by calling (800) 257-8787 or by visiting Nuveens website at www.nuveen.com.
Nuveen Asset Management ( NAM ), the funds investment adviser, offers advisory and investment management services to a broad range of mutual fund clients. NAM is responsible for the selection and ongoing monitoring of the securities in the funds investment portfolio, manages the funds business affairs and provides certain clerical, bookkeeping and other administrative services. NAM is located at 333 West Wacker Drive, Chicago, IL 60606. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ( Nuveen Investments ).
On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois (the MDP Acquisition ). The investor group led by Madison Dearborn Partners, LLC includes affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ). Merrill Lynch has since been acquired by Bank of America Corporation. NAM has adopted policies and procedures that address arrangements involving NAM and Bank of America Corporation (including Merrill Lynch) that may give rise to certain conflicts of interest.
The fund is dependent upon services and resources provided by its investment adviser, NAM, and therefore the investment advisers parent, Nuveen Investments. Nuveen Investments significantly increased its level of debt in connection with the MDP Acquisition. While Nuveen Investments believes that monies generated from operations and cash on hand will be adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future, there can be no assurance that Nuveen Investments business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable Nuveen Investments to pay its indebtedness (with scheduled maturities beginning in 2010) or to fund its other liquidity needs. Nuveen Investments believes that potential adverse changes to its overall financial position and business operations would not adversely affect NAMs portfolio management operations and would not otherwise adversely affect NAMs ability to fulfill its obligations to the fund under its investment management agreement.
Douglas M. Baker, CFA, is portfolio manager for the fund, which he has managed since its inception. Mr. Baker originally joined NAM in 2006 as a Vice President and Derivatives Analyst, and later that year his responsibilities expanded to include portfolio management duties for the fund. In addition to managing the fund, Mr. Baker also manages NAMs derivative overlay group, where he is responsible for implementing derivatives-based hedging strategies across the Nuveen fund complex. Prior to joining Nuveen,
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Section 2 How We Manage Your Money
Mr. Baker spent three years at Lehman Brothers in institutional fixed income and derivatives sales, and prior to that he spent five years at Bank of America in corporate and commercial banking. Mr. Baker received his BS in Finance with Honors from the University of Illinois in 1996, and in 2002 he received his MBA in Finance & Economics with Honors from the University of Chicago Graduate School of Business.
Additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the fund is provided in the statement of additional information. The statement of additional information is available free of charge by calling (800) 257-8787 or by visiting Nuveens website at www.nuveen.com/MF/resources/eReports.aspx.
At such time as the fund receives an exemptive order permitting it to do so, or as otherwise permitted by the Investment Company Act of 1940, as amended (the 1940 Act ), or the rules thereunder, the fund may, without obtaining approval of shareholders, retain an unaffiliated sub-adviser to perform some or all of the portfolio management functions on behalf of the fund.
Management Fee
The management fee schedule for the fund consists of two componentsa fund-level fee, based only on the amount of assets within the fund, and a complex-level fee, based on the aggregate amount of all fund assets managed by NAM and its affiliates.
The annual fund-level fee, payable monthly, for the fund is based upon the average daily net assets of the fund as follows:
Average Daily Net Assets | Fund Level Fee | ||
For the first $125 million | 0.5500 | % | |
For the next $125 million | 0.5375 | % | |
For the next $250 million | 0.5250 | % | |
For the next $500 million | 0.5125 | % | |
For the next $1 billion | 0.5000 | % | |
For net assets over $2 billion | 0.4750 | % |
The complex-level fee is the same for each Nuveen Mutual Fund and begins at a maximum rate of 0.20% of each funds net assets, based upon complex-level assets of $55 billion, with breakpoints for assets above that level. Therefore, the maximum management fee rate for any Nuveen fund is the fund-level fee plus 0.20%. As of December 31, 2008, the effective complex-level fee for each Nuveen fund was 0.20% of fund net assets. For the most recent fiscal year, the Fund paid NAM management fees (net of fee waivers and expense reimbursements) as a percentage of average net assets of 0.16%.
Information regarding the Board of Trustees approval of investment advisory contract is available in the funds semi-annual report for the period ended June 30, 2008.
The investment objective of the fund is to provide a high level of current income and total return. The funds investment objective may not be changed without shareholder approval. The funds investment policies may be changed by the Board of Trustees without shareholder approval unless otherwise noted in this prospectus or the statement of additional information.
Section 2 How We Manage Your Money
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Preferred Securities
The fund invests primarily in taxable preferred securities. Taxable preferred securities are typically issued by corporations, generally in the form of interest-bearing notes or preferred securities, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The taxable preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. The taxable preferred securities market is divided into the $25 par and the institutional segments. The $25 par segment is typified by securities that are listed on the New York Stock Exchange, which trade and are quoted flat, i.e., without accrued dividend income, and which are typically callable at par value five years after their original issuance date. The institutional segment is typified by $1,000 par value securities that are not exchange-listed, which trade and are quoted on an accrued income basis, and which typically have a minimum of 10 years of call protection (at premium prices) from the date of their original issuance.
Taxable preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, taxable preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without triggering an event of default. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments for extended periods of time without adverse consequence to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when cumulative payments on the taxable preferred securities have not been made), taxable preferred securities are often treated as equity-like instruments by both issuers and investors, as their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.
Taxable preferred securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuers option for a specified time without any adverse consequence to the issuer. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends payable. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer default on its obligations under such a security, the amount of dividends the fund pays may be adversely affected.
Many taxable preferred securities are issued by a trust or other special purpose entities established by operating companies, and are not a direct obligation of an operating company. At the time a trust or special purpose entity sells its preferred securities to investors, the trust or special purpose entity purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated as transparent for federal income tax purposes such that the holders of the taxable preferred securities are treated as owning beneficial interests in the underlying debt of the operating
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Section 2 How We Manage Your Money
company. Accordingly, payments of the taxable preferred securities are treated as interest rather than dividends for federal income tax purposes and, as such, are not eligible for the dividends received deduction. The trust or special purpose entity in turn holds the operating companys debt and has priority with respect to the operating companys earnings and profits over the operating companys common shareholders, but is typically subordinated to other classes of the operating companys debt. Typically a taxable preferred share has a rating that is slightly below that of its corresponding operating companys senior debt securities.
Pursuant to the dividends received deduction, corporations may generally deduct 70% of the dividend income they receive. Corporate shareholders of a regulated investment company like the fund generally are permitted to claim a deduction with respect to that portion of their distributions attributable to amounts received by the regulated investment company that qualify for the dividends received deduction. However, not all preferred securities pay dividends that are eligible for the dividends received deduction. NAM intends to invest primarily in taxable preferred securities (often referred to as hybrid preferred securities) that do not qualify for the dividends received deduction. Accordingly, any corporate shareholder of the fund which otherwise would qualify for the dividends received deduction should assume that none of the distributions it receives from the fund will qualify for the dividends received deduction. These types of taxable preferred securities typically offer additional yield spreads versus other types of preferred securities due to this lack of special tax treatment.
Taxable Municipal Bonds
The fund may invest in taxable municipal bonds. States, local governments and municipalities issue municipal bonds to raise money for public purposes. In some instances the purpose has less governmental involvement, such as a sports facility, or exceeds the bounds or limitations placed on the activity by the federal tax code and it is determined that the interest paid to bondholders will be taxable as ordinary income. Many taxable municipal bonds offer yields comparable to those of other taxable bonds, such as corporate and agency bonds. Taxable municipal bonds may be rated investment-grade or below investment-grade and pay interest based on fixed or floating rate coupons. Maturities may range from long-term to short-term.
Financial Services Company Securities
The fund intends to invest at least 25% of its assets in the securities of financial services companies. Financial services companies include but are not limited to, companies involved in activities such as banking, mortgage finance, consumer finance, specialized finance, investment banking and brokerage, asset management and custody, corporate lending, insurance, and financial investment, and real estate, including but not limited to real estate investment trusts .
Corporate Debt Securities
The fund may invest in corporate debt securities. Corporate debt securities are fixed-income securities usually issued by businesses to finance their operations, although corporate debt securities may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured.
Section 2 How We Manage Your Money
9
The broad category of corporate debt securities includes debt issued by U.S. and non-U.S. companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade or below investment-grade and may carry variable or floating rates of interest.
Non-U.S. Investments
The fund may invest up to 35% of its net assets in a variety of U.S. dollar-denominated securities of non-U.S. issuers traded over the counter or listed on an exchange.
Convertible Securities
The fund may invest in convertible securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or accrued on preferred stock, until the security matures or is redeemed, converted or exchanged.
Illiquid Securities
The fund may invest up to 15% of its net assets in securities and other instruments that, at the time of investment, are illiquid ( i.e. , securities that are not readily marketable). For this purpose, illiquid securities may include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act ), that are deemed to be illiquid, and certain repurchase agreements. NAM has the ultimate authority to determine which securities are liquid or illiquid for purposes of this 15% limitation. When making liquidity determinations, NAM looks for such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; the amount of time normally needed to dispose of the security; and the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof ( e.g. , certain repurchase obligations and demand instruments), and (iii) other relevant factors.
Other Investment Companies
The fund may invest up to 10% of its assets in securities of other open- or closed-end investment companies that invest primarily in securities of the types in which the fund may invest directly. The fund may also invest in the securities of registered investment companies that are exchange-traded funds ( ETFs ) in excess of the limits imposed under the 1940 Act pursuant to exemptive orders obtained by certain ETFs and their sponsors from the Securities and Exchange Commission. An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their net asset value. An ETF may not replicate exactly the performance of the index it seeks to track for a number of
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Section 2 How We Manage Your Money
reasons, including transaction costs incurred by the ETF. ETFs incur fees and expenses, such as operating expenses, licensing fees, trustee fees and marketing expenses, which are borne proportionately by ETF shareholders, such as the fund. The fund will also incur brokerage costs when purchasing and selling shares of ETFs.
The fund may also invest a portion of its assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the fund may invest directly.
The fund generally expects that it may invest in other investment companies and/or other pooled investment vehicles either during periods when it has large amounts of uninvested cash, or during periods when there is a shortage of attractive, high-yielding securities available in the market. As a stockholder in an investment company, the fund will bear its ratable share of that investment companys expenses, and would remain subject to payment of the funds advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent a fund invests in other investment companies. In addition, the securities of other investment companies may be leveraged and will therefore be subject to leverage risks.
U.S. Government Securities
The fund may invest in U.S. government securities. U.S. government securities include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government. Securities issued or guaranteed by federal agencies and U.S. government sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government.
Cash Equivalents and Short-Term Investments
Normally, the fund will invest substantially all of its assets to meet its investment objective. The fund may invest the remainder of its assets in securities with maturities of less than one year or cash equivalents or it may hold cash. The percentage of the fund invested in such holdings will vary and depends on several factors, including market conditions. For temporary defensive purposes, including during periods of high cash inflows or outflows, the fund may depart from its principal investment strategies and invest part or all of its assets in these securities or it may hold cash. During such periods, the fund may not be able to achieve its investment objective. The fund may adopt a defensive strategy when NAM believes securities in which the fund normally invests have elevated risks due to political or economic factors and in other extraordinary circumstances. For more information on eligible short-term investments, see the statement of additional information.
Derivatives
The fund may use futures, interest rate swaps, total return swaps, non-U.S. currency swaps, credit default swaps, options and other derivative instruments, to seek to enhance return, to hedge some of the risks of its investments in securities, as a substitute for a position in the underlying asset, to reduce transaction costs, to maintain full market exposure (which means to adjust the characteristics of its investments to more closely approximate those of the markets in which it invests), to manage cash flows, to limit exposure to losses due to changes to non-U.S. currency exchange rates or to preserve capital.
Section 2 How We Manage Your Money
11
Delayed Delivery Transactions
The fund may buy or sell securities on a when-issued or delayed-delivery basis, paying for or taking delivery of the securities at a later date, normally within 15 to 45 days of the trade. These transactions involve an element of risk because the value of the security to be purchased may decline to a level below its purchase price before the settlement date.
Portfolio Holdings
A description of the funds policies and procedures with respect to the disclosure of the funds portfolio holdings is available in the funds statement of additional information. Certain portfolio holdings information for the fund is available on the funds websitewww.nuveen.comby clicking the Our ProductsMutual Funds section on the home page and following the applicable link for your fund in the Search for Funds section. By following these links, you can obtain a list of your funds top ten holdings as of the end of the most recent month. A complete list of the portfolio holdings information is generally made available on the funds website following the end of each month with an approximately one-month lag. This information will remain available on the funds website until the fund files with the Securities and Exchange Commission its annual, semiannual or quarterly holdings report for the fiscal period that includes the date(s) as of which the website information is current.
NAMs portfolio construction process considers several factors in constructing a portfolio of preferred securities, including credit risk, diversification, preferred sub-market analysis, call protection and yield curve analysis. From this analysis, NAM builds a portfolio of securities that offers the most attractive mix of value relative to securities with similar credit ratings, current income and call protection. NAM is supported by Nuveens team of specialized research analysts who review fixed-income securities available for purchase, monitor the continued creditworthiness of the funds investments, and analyze economic, political and demographic trends affecting the fixed-income markets. These resources help to identify securities with favorable characteristics NAM believes are not yet recognized by the market.
Portfolio Turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the funds performance. During the most recent fiscal year, the funds portfolio turnover rate was 99% of the average value of its portfolio.
Risk is inherent in all investing. Investing in a mutual fundeven the most conservativeinvolves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. In addition, the funds investment style may not be successful in
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Section 2 How We Manage Your Money
realizing the funds investment objective. Therefore, before investing you should consider carefully the following risks that you assume when you invest in the fund. Because of these and other risks, you should consider an investment in the fund to be a long-term investment.
Market risk : Market risk is the risk that the market values of preferred securities owned by the fund will decline, at times sharply and unpredictably. Market values of preferred securities are affected by a number of different factors, including changes in interest rates, the credit quality of issuers, and general economic and market conditions. Lower quality preferred securities may suffer larger price declines and more volatility than higher-quality securities in response to negative issuer-specific developments or general economic news.
Preferred security risk : There are special risks associated with investing in preferred securities:
Limited voting rights . Generally, preferred security holders (such as the fund) have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuers board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights.
In the case of certain preferred securities, holders generally have no voting rights, except (i) if the issuer fails to pay dividends for a specified period of time or (ii) if a declaration of default occurs and is continuing. In such an event, rights of preferred security holders generally would include the right to appoint and authorize a trustee to enforce the trust or special purpose entitys rights as a creditor under the agreement with its operating company.
Special redemption rights . In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws. As with call provisions, a redemption by the issuer may negatively impact the return of the security held by the fund.
Payment deferral . Generally, preferred securities may be subject to provisions that allow an issuer, under certain conditions, to skip (noncumulative preferred securities) or defer (cumulative preferred securities) distributions. Fully taxable or hybrid preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20 consecutive quarters. If the fund owns a preferred security that is deferring its distributions, the fund may be required to report income for tax purposes while it is not receiving any income.
Subordination . Preferred securities are subordinated to bonds and other debt instruments in a companys capital structure and therefore will be subject to greater credit risk than those debt instruments.
Liquidity. Preferred securities may be substantially less liquid than many other securities, such as U.S. government securities or common stock.
Interest rate risk : Interest rate risk is the risk that the value of the funds fixed-income investments will decline because of rising interest rates. Interest rate risk is generally lower for shorter-term investments and higher for longer-term investments.
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13
Income risk : The income from the funds portfolio may decline because of falling market interest rates. This can result when the fund invests the proceeds from new share sales at market interest rates that are below the portfolios current earnings rate.
Credit risk : Credit risk is the risk that an issuer may be unable to meet its obligation to make dividend and principal payments when due as a result of changing financial or market conditions. Some of the securities in which the fund invests are not investment grade and are generally considered speculative because they present a greater risk of loss, including default, than higher quality fixed income securities. These securities typically pay a premiuma higher dividend or interest rate, or yieldbecause of the increased risk of loss. These securities also can be subject to greater price volatility.
Non-U.S. investment risk : Securities of non-U.S. issuers present risks beyond those of U.S. securities. The prices of non-U.S. securities can be more volatile than U.S. securities due to such factors as political, social and economic developments abroad, the differences between the regulations to which U.S. and non-U.S. issuers and markets are subject, the seizure by the government of company assets, taxation, withholding taxes on dividends and interest and limitations on the use or transfer of portfolio assets. Other risks include the following:
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Enforcing legal rights may be difficult, costly and slow in non-U.S. countries, and there may be special problems enforcing claims against non-U.S. governments. |
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Non-U.S. companies may not be subject to accounting standards or governmental supervision comparable to U.S. companies, and there may be less public information about their operations. |
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Non-U.S. markets may be less liquid and more volatile than U.S. markets. |
Derivatives risk: The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Among the risks presented are market risk, credit risk, management risk and liquidity risk. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the management team uses derivatives to enhance the funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the fund. The success of NAMs derivatives strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Liquidity risk exists when a security cannot be purchased or sold at the time desired, or cannot be purchased or sold without adversely affecting the price. NAM is not required to utilize derivatives to reduce risks.
Convertible security risk : Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to certain additional risks that are typically associated with debt. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible securitys market value also tends to reflect the market price of the common stock of the issuing company, particularly when the stock price is greater than the convertible securitys conversion price. The conversion price is defined as the
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Section 2 How We Manage Your Money
predetermined price or exchange ratio at which the convertible security can be converted or exchanged for the underlying common stock. Convertible securities are also exposed to the risk that an issuer is unable to meet its obligation to make dividend or principal payments when due as a result of changing financial or market conditions.
Mandatory convertible securities are distinguished as a subset of convertible securities because the conversion is not optional and the conversion price at maturity is based solely upon the market price of the underlying common stock, which may be significantly less than par or the price (above or below par) paid. Mandatory convertible securities generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder.
Convertible securities generally offer lower interest or dividend yields than non-convertible fixed-income securities of similar credit quality because of the potential for capital appreciation.
Illiquid securities risk : The fund may invest up to 15% of its net assets in securities and other instruments that, at the time of investment, are illiquid. Illiquid securities are securities that are not readily marketable and may include some restricted securities, which are securities that may not be resold to the public without an effective registration statement under the Securities Act or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the fund or at prices approximating the value at which the fund is carrying the securities on its books.
Non-diversification risk : Because the fund is non-diversified, the fund is exposed to additional market risk. A non-diversified fund may invest a relatively high percentage of its assets in a limited number of issuers. Non-diversified funds are more susceptible to any single political, regulatory or economic occurrence and to the financial condition of individual issuers in which it invests. The funds relative lack of diversity may subject investors to greater market risk than other mutual funds.
Concentration risk : The fund intends to invest at least 25% of its assets in the preferred securities of companies principally engaged in financial services. This policy makes the fund more susceptible to adverse economic or regulatory occurrences affecting this sector. Concentration of investments in the financial services sector includes the following risks:
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financial services companies may suffer a setback if regulators change the rules under which they operate; |
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unstable interest rates can have a disproportionate effect on the financial services sector; |
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financial services companies whose securities the fund may purchase may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that sector; |
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financial services companies have been affected by increased competition, which could adversely affect the profitability or viability of such companies; and |
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financial services companies have been significantly and negatively affected by the downturn in the subprime mortgage lending market and the resulting impact on the worlds economies. |
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Borrowing and leverage risks : The fund may borrow for temporary or emergency purposes, including to meet redemption requests, pay dividends, or clear portfolio transactions. Borrowing may exaggerate changes in the net asset value of the funds shares and may affect the funds net income. When the fund borrows money, it must pay interest and other fees, which will reduce the funds returns if such costs exceed the returns on the portfolio securities purchased or retained with such borrowings. Any such borrowings are intended to be temporary. The fund will not purchase additional portfolio securities while outstanding borrowings exceed 5% of the value of its total assets. When the fund invests in certain derivative securities, including, but not limited to, futures contracts and interest rate swaps, it is effectively leveraging its investments. Certain investments or trading strategies that involve leverage can exaggerate changes in the net asset value of the funds shares and can result in losses that exceed the amount originally invested.
Tax risk : The fund may invest in preferred securities or other securities the federal income tax treatment of which may not be clear or may be subject to recharacterization by the Internal Revenue Service. It could be more difficult for the fund to comply with the tax requirements applicable to regulated investment companies if the tax characterization of the funds investments or the tax treatment of the income from such investments were successfully challenged by the Internal Revenue Service.
Regulatory risk : Issuers of preferred securities may be in industries that are heavily regulated and that may receive government funding. The value of preferred securities issued by these companies that are held by the fund may be affected by changes in government policy, such as increased regulation, ownership restrictions, deregulation or reduced government funding.
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Section 2 How We Manage Your Money
Section 3 How You Can Buy and Sell Shares
The fund offers three classes of shares, each with a different combination of sales charges, fees, eligibility requirements and other features. Your financial advisor can help you determine which class is best for you. For further details, please see the statement of additional information.
Class A Shares
You can purchase Class A shares at the offering price, which is the net asset value per share plus an up-front sales charge. You may qualify for a reduced sales charge, or the sales charge may be waived, as described in How to Reduce Your Sales Charge. Class A shares are also subject to an annual service fee of 0.25% of your funds average daily net assets, which compensates your financial advisor and other entities for providing ongoing service to you. Nuveen Investments, LLC ( Nuveen ), a wholly-owned subsidiary of Nuveen Investments and the distributor of the fund, retains the up-front sales charge and the service fee on accounts with no financial intermediary of record. The up-front Class A sales charges for the fund are as follows:
Amount of Purchase |
Sales Charge as
% of Public Offering Price |
Sales Charge as %
of Net Amount Invested |
Maximum
Financial Intermediary Commission as % of Public Offering Price |
||||||
Less than $50,000 | 4.75 | % | 4.99 | % | 4.25 | % | |||
$50,000 but less than $100,000 | 4.50 | 4.71 | 4.00 | ||||||
$100,000 but less than $250,000 | 3.50 | 3.63 | 3.00 | ||||||
$250,000 but less than $500,000 | 2.50 | 2.56 | 2.25 | ||||||
$500,000 but less than $1,000,000 | 2.00 | 2.04 | 1.75 | ||||||
$1,000,000 and over* | | | 1.00 |
* | You can purchase $1 million or more of Class A shares at net asset value without an up-front sales charge. Nuveen pays financial intermediaries of record a commission equal to 1.00% of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of the amount over $5 million. Unless the financial intermediary waived the commission, you may be assessed a contingent deferred sales charge ( CDSC ) of 1% if you redeem any of your shares within 12 months of purchase. The CDSC is calculated on the lower of your purchase price or your redemption proceeds. You do not pay a CDSC on any Class A shares you purchase by reinvesting dividends. |
Class C Shares
You can purchase Class C shares at the offering price, which is the net asset value per share without any up-front sales charge. Class C shares are subject to annual distribution and service fees of 1% of your funds average daily net assets. The annual 0.25% service fee compensates your financial advisor for providing ongoing service to you. The annual 0.75% distribution fee compensates Nuveen for paying your financial advisor an ongoing sales commission as well as an advance of the first years service and distribution fees. Nuveen retains the service and distribution fees on accounts with no financial intermediary of record. If you redeem your shares within 12 months of purchase, you will normally pay a 1% CDSC, which is calculated on the lower of your purchase price or your redemption proceeds. You do not pay a CDSC on any Class C shares you purchase by reinvesting dividends.
Section 3 How You Can Buy and Sell Shares
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The fund has established a limit to the amount of Class C shares that may be purchased by an individual investor. See the statement of additional information for more information.
Class I Shares
You can purchase Class I shares at the offering price, which is the net asset value per share without any up-front sales charge. Class I shares are not subject to ongoing service or distribution fees. Class I shares have lower ongoing expenses than the other classes.
Class I shares are available for (i) purchases of $1 million or more, (ii) purchases using dividends and capital gains distributions on Class I shares, and (iii) purchase by the following categories of investors:
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Certain trustees, directors, employees and affiliates of Nuveen. |
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Certain financial intermediary personnel. |
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Certain bank or broker-affiliated trust departments. |
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Certain employer-sponsored retirement plans. |
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Certain additional categories of investors, including certain advisory accounts of Nuveen and its affiliates, and qualifying clients of investment advisers, financial planners, or other financial intermediaries that charge periodic or asset-based fees for their services. |
Please refer to the statement of additional information for more information about Class A, Class C and Class I shares, including more detailed program descriptions and eligibility requirements. The statement of additional information is available free of charge by calling (800) 257-8787 or by visiting Nuveens website at www.nuveen.com/MF/resources/eReports.aspx, where you will also find the information included in this prospectus. Additional information is also available from your financial advisor who can also help you prepare any necessary application forms.
The fund offers a number of ways to reduce or eliminate the up-front sales charge on Class A shares.
Class A Sales Charge Reductions
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Rights of Accumulation . In calculating the appropriate sales charge on a purchase of Class A shares of the fund, you may be able to add the amount of your purchase to the value that day of all of your prior purchases of any Nuveen Mutual Fund. |
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Letter of Intent . Subject to certain requirements, you may purchase Class A shares of the fund at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period. |
For purposes of calculating the appropriate sales charge as described under Rights of Accumulation and Letter of Intent above, you may include purchases by (i) you, (ii) your spouse (or equivalent if recognized under local law) and children under 21 years of age and (iii) a corporation, partnership or sole proprietorship that is 100% owned by any of the persons in (i) or (ii). In addition, a trustee or other fiduciary can count all shares purchased for a single trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).
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Section 3 How You Can Buy and Sell Shares
Class A Sales Charge Waivers
Class A shares of a fund may be purchased at net asset value without a sales charge as follows:
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Purchases of $1,000,000 or more. |
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Monies representing reinvestment of Nuveen Defined Portfolios and Nuveen Mutual Fund distributions. |
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Certain employer-sponsored retirement plans. |
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Certain employees and affiliates of Nuveen . Purchases by any officers, trustees and former trustees of the Nuveen Funds, as well as bona fide full-time and retired employees of Nuveen, and subsidiaries thereof, and such employees immediate family members (as defined in the statement of additional information). |
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Financial intermediary personnel . Purchases by any person who, for at least the last 90 days, has been an officer, director, or bona fide employee of any financial intermediary or any such persons immediate family member. |
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Certain trust departments . Purchases by bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial, or similar capacity. |
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Additional categories of investors . Purchases made by: (i) investors purchasing on a periodic fee, asset-based fee, or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; and (ii) clients of investment advisers, financial planners, or other financial intermediaries that charge periodic or asset-based fees for their services. |
In order to obtain a sales charge reduction or waiver, it may be necessary at the time of purchase for you to inform the fund or your financial advisor of the existence of other accounts in which there are holdings eligible to be aggregated for such purposes. You may need to provide the fund or your financial advisor information or records, such as account statements, in order to verify your eligibility for a sales charge reduction or waiver. This may include account statements of family members and information regarding Nuveen Mutual Fund shares held in accounts with other financial advisors. You or your financial advisor must notify Nuveen at the time of each purchase if you are eligible for any of these programs. The fund may modify or discontinue these programs at any time.
Fund shares may be purchased on any business day, which is any day the New York Stock Exchange (the NYSE ) is open for business. Generally, the NYSE is closed on weekends and national holidays. The share price you pay depends on when Nuveen receives your order. Orders received before the close of trading on a business day (normally, 4:00 p.m. New York time) will receive that days closing share price; otherwise you will receive the next business days price.
You may purchase fund shares (1) through a financial advisor or (2) directly from the fund.
Through a Financial Advisor
You may buy shares through a financial advisor, who can handle all the details for you, including opening a new account. Financial advisors can also
Section 3 How You Can Buy and Sell Shares
19
help you review your financial needs and formulate long-term investment goals and objectives. In addition, financial advisors generally can help you develop a customized financial plan, select investments and monitor and review your portfolio on an ongoing basis to help assure your investments continue to meet your needs as circumstances change. Financial advisors (including brokers or agents) are paid for providing ongoing investment advice and services, either from fund sales charges and fees or by charging you a separate fee in lieu of a sales charge.
Financial advisors or other dealer firms may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in this prospectus and the statement of additional information. Your dealer will provide you with specific information about any processing or service fees you will be charged. Shares you purchase through your financial advisor or other intermediary will normally be held with that firm. For more information, please contact your financial advisor.
Directly from the Fund
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By mail . You may open an account directly with the fund and buy shares by completing an application and mailing it along with your check to Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530. Applications may be obtained at www.nuveen.com or by calling (800) 257-8787. No third party checks will be accepted. |
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On-line . Existing shareholders with direct accounts may process certain account transactions on-line. You may purchase additional shares or exchange shares between existing, identically registered direct accounts. You can also look up your account balance, history and dividend information as well as order duplicate account statements and tax forms from the funds website. To access your account, follow the links under Our Products on www.nuveen.com to Mutual Funds and choose Account Access under Popular Links. The system will walk you through the log-in process. To purchase shares on-line, you must have established Fund Direct privileges on your account prior to the requested transaction. |
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By telephone . Existing shareholders with direct accounts may also process account transactions via the funds automated information line. Simply call (800) 257-8787, press 1 for mutual funds and the voice menu will walk you through the process. To purchase shares by telephone, you must have established Fund Direct privileges on your account prior to the requested transaction. |
Investment Minimums
The minimum initial purchase or exchange into the fund is $3,000 ($1,000 for a Traditional/Roth IRA account; $500 for an Education IRA account; $50 through systematic investment plan accounts) and is lower for accounts opened through certain fee-based programs as described in the statement of additional information. Subsequent investments must be in amounts of $50 or more. The fund reserves the right to reject purchase orders and to waive or increase the minimum investment requirements.
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Section 3 How You Can Buy and Sell Shares
To help make your investing with us easy and efficient, we offer you the following services at no extra cost. Your financial advisor can help you complete the forms for these services, or you can call Nuveen at (800) 257-8787 for copies of the necessary forms.
Systematic Investing
Systematic investing allows you to make regular investments through automatic deductions from your bank account, directly from your paycheck or from exchanging shares from another mutual fund account (simply complete the appropriate application). The minimum automatic deduction is $50 per month. There is no charge to participate in the funds systematic investment plan. You can stop the deductions at any time by notifying your fund in writing.
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From your bank account . You can make systematic investments of $50 or more per month by authorizing your fund to draw preauthorized checks on your bank account. |
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From your paycheck . With your employers consent, you can make systematic investments of $25 or more per pay period (meeting the monthly minimum of $50) by authorizing your employer to deduct monies from your paycheck. |
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Systematic exchanging . You can make systematic investments by authorizing Nuveen to exchange shares from one Nuveen Mutual Fund account into another identically registered Nuveen account of the same share class. |
Systematic Withdrawal
If the value of your fund account is at least $10,000, you may request to have $50 or more withdrawn automatically from your account. You may elect to receive payments monthly, quarterly, semi-annually or annually, and may choose to receive a check, have the monies transferred directly into your bank account (see Fund Direct below), paid to a third party or sent payable to you at an address other than your address of record. You must complete the appropriate section of the account application or Account Update Form to participate in the funds systematic withdrawal plan.
You should not establish systematic withdrawals if you intend to make concurrent purchases of Class A or C shares because you may unnecessarily pay a sales charge or CDSC on these purchases.
Exchanging Shares
You may exchange fund shares into an identically registered account for the same class of another Nuveen Mutual Fund available in your state. Your exchange must meet the minimum purchase requirements of the fund into which you are exchanging. You may also, under certain limited circumstances, exchange between certain classes of shares of the same fund, subject to the payment of any applicable CDSC. Please consult the statement of additional information for details.
The fund may change or cancel its exchange policy at any time upon 60 days notice. The fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. See General InformationFrequent Trading below. Because an exchange between funds is treated for tax purposes as a purchase and sale, any gain may be subject to tax. An exchange between classes of shares of the same
Section 3 How You Can Buy and Sell Shares
21
fund may not be considered a taxable event. You should consult your tax advisor about the tax consequences of exchanging your shares.
Fund Direct SM
The Fund Direct Program allows you to link your fund account to your bank account, transfer money electronically between these accounts and perform a variety of account transactions, including purchasing shares by telephone and investing through a systematic investment plan. You may also have dividends, distributions, redemption payments or systematic withdrawal plan payments sent directly to your bank account.
Reinstatement Privilege
If you redeem fund shares, you may reinvest all or part of your redemption proceeds up to one year later without incurring any additional charges. You may only reinvest into the same share class you redeemed. If you paid a CDSC, your fund will refund your CDSC and reinstate your holding period for purposes of calculating the CDSC. You may use this reinstatement privilege only once for any redemption.
You may sell (redeem) your shares on any business day. You will receive the share price next determined after the fund has received your properly completed redemption request. Your redemption request must be received before the close of trading on the NYSE (normally, 4:00 p.m. New York time) for you to receive that days price. The fund will normally mail your check the next business day after a redemption request is received, but in no event more than seven days after your request is received. If you are selling shares purchased recently with a check, your redemption proceeds will not be mailed until your check has cleared, which may take up to ten days from your purchase date.
You may sell your shares (1) through a financial advisor or (2) directly to the fund.
Through a Financial Advisor
You may sell your shares through your financial advisor, who can prepare the necessary documentation. Your financial advisor may charge for this service.
Directly to the Fund
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By mail . You can sell your shares at any time by sending a written request to the fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530. Your request must include the following information: |
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The funds name; |
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Your name and account number; |
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The dollar or share amount you wish to redeem; |
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The signature of each owner exactly as it appears on the account; |
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The name of the person to whom you want your redemption proceeds paid (if other than to the shareholder of record); |
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The address where you want your redemption proceeds sent (if other than the address of record); and |
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Any required signature guarantees. |
Guaranteed signatures are required if you are redeeming more than $50,000, you want the check payable to someone other than the
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Section 3 How You Can Buy and Sell Shares
An Important Note About Telephone Transactions
Although Nuveen Investor Services has certain safeguards and procedures to confirm the identity of callers, it will not be liable for losses resulting from following telephone instructions it reasonably believes to be genuine. Also, you should verify your trade confirmations immediately upon receipt.
An Important Note About Involuntary Redemption From time to time, the fund may establish minimum account size requirements. The fund reserves the right to liquidate your account upon 30 days written notice if the value of your account falls below an established minimum. The fund has set a minimum balance of $1,000 unless you have an active Nuveen Defined Portfolio reinvestment account. You will not be assessed a CDSC on an involuntary redemption.
shareholder of record or you want the check sent to another address (or the address of record has been changed within the last 30 days). Signature guarantees must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that the fund otherwise approves. A notary public cannot provide a signature guarantee.
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By telephone. If your account is held with the fund and not in your brokerage account, and you have authorized telephone redemption privileges, call (800) 257-8787 to redeem your shares, press 1 for mutual funds and the voice menu will walk you through the process. Telephone redemptions are not available for shares owned in certificate form and, with respect to redemptions where the proceeds are payable by check, may not exceed $50,000. Checks will only be issued to you as the shareholder of record and mailed to your address of record, normally the next business day after the redemption request is received. If you have established Fund Direct privileges, you may have redemption proceeds transferred electronically to your bank account. In this case, the redemption proceeds will be transferred to your bank on the next business day after the redemption request is received. You should contact your bank for further information concerning the timing of the credit of the redemption proceeds into your bank account. |
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On-line . You may redeem shares or exchange shares between existing, identically registered accounts on-line. To access your account, follow the link under Account Access on www.nuveen.com and choose Mutual Fund Account Access. The system will walk you through the log-in process. On-line redemptions are not available for shares owned in certificate form and, with respect to redemptions where the proceeds are payable by check, may not exceed $50,000. Checks will only be issued to you as the shareholder of record and mailed to your address of record. If you have established Fund Direct privileges, you may have redemption proceeds transferred electronically to your bank account. |
Contingent Deferred Sales Charge
If you redeem Class A or Class C shares that are subject to a contingent deferred sales charge ( CDSC ), you may be assessed a CDSC upon the redemption. When you redeem Class A or Class C shares subject to a CDSC, the fund will first redeem any shares that are not subject to a CDSC, and then redeem the shares you have owned for the longest period of time, unless you ask the fund to redeem your shares in a different order. No CDSC is imposed on shares you buy through the reinvestment of dividends and capital gains. The CDSC holding period is calculated on a monthly basis and begins on the first day of the month in which the purchase was made. When you redeem shares subject to a CDSC, the CDSC is calculated on the lower of your purchase price or redemption proceeds, deducted from your redemption proceeds, and paid to Nuveen. The CDSC may be waived under certain special circumstances as described in the statement of additional information.
Redemptions In-Kind
The fund generally pays redemption proceeds in cash. Under unusual conditions that make cash payment unwise and for the protection of existing shareholders, the fund may pay all or a portion of your redemption proceeds in securities or other fund assets. Although it is unlikely that your shares would be redeemed in-kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from that sale.
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Section 3 How You Can Buy and Sell Shares
To help you understand the tax implications of investing in the fund, this section includes important details about how the fund makes distributions to shareholders. We discuss some other fund policies as well.
The fund intends to pay income dividends monthly and any taxable gains annually.
Payment and Reinvestment Options
The fund automatically reinvests your dividends in additional fund shares unless you request otherwise. You may request to have your dividends paid to you by check, deposited directly into your bank account, paid to a third party, sent to an address other than your address of record or reinvested in shares of another Nuveen Mutual Fund. For further information, contact your financial advisor or call Nuveen at (800) 257-8787.
Taxes and Tax Reporting
The fund will make distributions that may be taxed as ordinary income (which may be taxable at different rates, depending on the sources of the distributions) or capital gains (which may be taxable at different rates, depending on the length of time the fund holds its assets). Dividends from the funds long-term capital gains are generally taxable as capital gains, while dividends from short-term capital gains and net investment income are generally taxable as ordinary income. However, certain ordinary income distributions received from the fund that are determined to be qualified dividend income may be taxed at tax rates equal to those applicable to long-term capital gains. The tax you pay on a given capital gains distribution depends generally on how long the fund has held the portfolio securities it sold. It does not depend on how long you have owned your fund shares. Dividends generally do not qualify for a dividends received deduction if you are a corporate shareholder.
Early in each year, you will receive a statement detailing the amount and nature of all dividends and capital gains that you were paid during the prior year. If you hold your investment at the firm where you purchased your fund shares, you will receive the statement from that firm. If you hold your shares directly with the fund, Nuveen will send you the statement. The tax status of your dividends is the same whether you reinvest your dividends or elect to receive them in cash. The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange of shares between funds is generally the same as a sale.
Please note that if you do not furnish your fund with your correct Social Security number or employer identification number, federal law requires the fund to withhold federal income tax from your distributions and redemption proceeds at the then current rate.
Please consult the statement of additional information and your tax advisor for more information about taxes.
Buying or Selling Shares Close to a Record Date
Buying fund shares shortly before the record date for a taxable dividend is commonly known as buying the dividend. The entire dividend may be
24
Section 4 General Information
taxable to you even though a portion of the dividend effectively represents a return of your purchase price.
Nuveen serves as the selling agent and distributor of the funds shares. In this capacity, Nuveen manages the offering of the funds shares and is responsible for all sales and promotional activities. In order to reimburse Nuveen for its costs in connection with these activities, including compensation paid to financial intermediaries, the fund has adopted a distribution and service plan under Rule 12b-1 under the 1940 Act. See How You Can Buy and Sell SharesWhat Share Classes We Offer for a description of the distribution and service fees paid under this plan.
Nuveen receives the distribution fee for Class C shares primarily for providing compensation to financial intermediaries, including Nuveen, in connection with the distribution of shares. Nuveen uses the service fee for Class A and C shares to compensate financial intermediaries, including Nuveen, for providing ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders. These fees also compensate Nuveen for other expenses, including printing and distributing prospectuses to persons other than shareholders, and preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of shares. Because these fees are paid out of the funds assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Other Payments to Financial Intermediaries
In addition to the sales commissions and certain payments related to 12b-1 distribution and service fees paid by Nuveen to financial intermediaries as previously described, Nuveen may from time to time make additional payments, out of its own resources, to certain financial intermediaries that sell shares of Nuveen Mutual Funds in order to promote the sales and retention of fund shares by those firms and their customers. The amounts of these payments vary by financial intermediary and, with respect to a given firm, are typically calculated by reference to the amount of the firms recent gross sales of Nuveen Mutual Fund shares and/or total assets of Nuveen Mutual Funds held by the firms customers. The level of payments that Nuveen is willing to provide to a particular financial intermediary may be affected by, among other factors, the firms total assets held in and recent net investments into Nuveen Mutual Funds, the firms level of participation in Nuveen Mutual Fund sales and marketing programs, the firms compensation program for its registered representatives who sell fund shares and provide services to fund shareholders, and the asset class of the Nuveen Mutual Funds for which these payments are provided. For 2008, these payments in the aggregate were approximately 0.025% to 0.035% of the assets in the Nuveen Mutual Funds, although payments to particular financial intermediaries can be significantly higher. The statement of additional information contains additional information about these payments, including the names of the firms to which payments are made. Nuveen may also make payments to financial intermediaries in connection with sales meetings, due diligence meetings, prospecting seminars and other meetings at which Nuveen promotes its products and services.
Section 4 General Information
25
In connection with the availability of Nuveen Mutual Funds within selected mutual fund no-transaction fee institutional platforms and fee-based wrap programs (together, Platform Programs ) at certain financial intermediaries, Nuveen also makes payments out of its own assets to those firms as compensation for certain recordkeeping, shareholder communications and other account administration services provided to Nuveen Mutual Fund shareholders who own their fund shares in these Platform Programs. These payments are in addition to the 12b-1 service fee and any applicable omnibus sub-accounting fees paid to these firms with respect to these services by the Nuveen Mutual Funds out of fund assets.
The price you pay for your shares is based on the funds net asset value per share, which is determined as of the close of trading (normally 4:00 p.m. New York time) on each day the NYSE is open for business. Net asset value is calculated for each class of the fund by taking the value of the class total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding. The result, rounded to the nearest cent, is the net asset value per share. All valuations are subject to review by the funds Board of Trustees or its delegate.
In determining net asset value, expenses are accrued and applied daily, and securities and other assets for which market quotations are available are valued at market value. Common stocks and other equity securities are generally valued at the last sales price that day. However, securities admitted to trade on the NASDAQ National Market are valued, except as indicated below, at the NASDAQ Official Closing Price. Common stocks and other equity securities not listed on a securities exchange or the NASDAQ National Market are valued at the mean between the bid and asked prices. The prices of fixed-income securities are provided by a pricing service and based on the mean between the bid and asked prices. When price quotes are not readily available, the pricing service establishes fair value based on various factors, including prices of comparable securities.
Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. These securities generally include, but are not limited to, restricted securities (securities that may not be publicly sold without registration under the Securities Act) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of fund net asset value or make it difficult or impossible to obtain a reliable market quotation; and, a security whose price, as provided by the pricing service, does not reflect the securitys fair value. As a general principle, the current fair value of a security is the amount that the owner might reasonably expect to receive for it upon its current sale. A variety of factors may be considered in determining the fair value of securities. In particular, for non-U.S.-traded securities whose principal local markets close before the time as of which the funds shares are priced, the fund on certain days may adjust the local closing price based upon such factors (which may be evaluated by an outside pricing service) as
26
Section 4 General Information
developments in non-U.S. markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent non-U.S. securities. See the statement of additional information for details.
If the fund holds securities that are primarily listed on non-U.S. exchanges, the net asset value of the funds shares may change on days when shareholders will not be able to purchase or redeem the funds shares.
The fund is intended for long-term investment and should not be used for excessive trading. Excessive trading in the funds shares can disrupt portfolio management, lead to higher operating costs, and cause other operating inefficiencies for the fund. However, the fund is also mindful that shareholders may have valid reasons for periodically purchasing and redeeming fund shares.
Accordingly, the fund has adopted a Frequent Trading Policy that seeks to balance the funds need to prevent excessive trading in fund shares while offering investors the flexibility in managing their financial affairs to make periodic purchases and redemptions of fund shares.
The funds Frequent Trading Policy generally limits an investor to four round trip trades in a 12-month period. A round trip is the purchase and subsequent redemption of fund shares, including by exchange. Each side of a round trip may be comprised of either a single transaction or a series of closely-spaced transactions. The fund may also suspend the trading privileges of any investor who makes a round trip within a 30-day period if the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of the investors account.
The fund primarily receives share purchase and redemption orders through third-party financial intermediaries, some of whom rely on the use of omnibus accounts. An intermediarys account typically includes multiple investors and provides the fund only with a net purchase or redemption amount on any given day where multiple purchases, redemptions and exchanges of shares occur in the account. The identity of individual purchasers, redeemers and exchangers whose orders are aggregated in omnibus accounts, and the size of their orders, will generally not be known by the fund. Despite the funds efforts to detect and prevent frequent trading, the fund may be unable to identify frequent trading because the netting effect in omnibus accounts often makes it more difficult to identify frequent traders. Nuveen, the funds distributor, has entered into agreements with financial intermediaries that maintain omnibus accounts with the funds transfer agent. Under the terms of these agreements, the financial intermediaries undertake to cooperate with Nuveen in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent frequent trading in the fund through such accounts. Technical limitations in operational systems at such intermediaries or at Nuveen may also limit the funds ability to detect and prevent frequent trading. In addition, the fund may permit certain financial intermediaries, including broker-dealer and retirement plan administrators, among others, to enforce their own internal policies and procedures concerning frequent trading. Such policies may differ from the funds Frequent Trading Policy and may be approved for use in instances where the fund reasonably believes
Section 4 General Information
27
that the intermediarys policies and procedures effectively discourage inappropriate trading activity. Shareholders holding their accounts with such intermediaries may wish to contact the intermediary for information regarding its frequent trading policy. Although the fund does not knowingly permit frequent trading, it cannot guarantee that it will be able to identify and restrict all frequent trading activity.
The fund reserves the right in its sole discretion to waive unintentional or minor violations (including transactions below certain dollar thresholds) if it determines that doing so would not harm the interests of fund shareholders. In addition, certain categories of redemptions may be excluded from the application of the Frequent Trading Policy, as described in more detail in the statement of additional information. These include, among others, redemptions pursuant to systematic withdrawal plans, redemptions in connection with the total disability or death of the investor, involuntary redemptions by operation of law, redemptions in payment of account or plan fees, and certain redemptions by retirement plans, including redemptions in connection with qualifying loans or hardship withdrawals, termination of plan participation, return of excess contributions, and required minimum distributions. The fund may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.
The fund reserves the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if it determines, in its sole discretion, that a transaction or a series of transactions involves market timing or excessive trading that may be detrimental to fund shareholders. The fund also reserves the right to reject any purchase order, including exchange purchases, for any reason. For example, the fund may refuse purchase orders if the fund would be unable to invest the proceeds from the purchase order in accordance with the funds investment policies and/or objective, or if the fund would be adversely affected by the size of the transaction, the frequency of trading in the account or various other factors. For more information about the funds Frequent Trading Policy and its enforcement, see Purchase and Redemption of Fund SharesFrequent Trading Policy in the statement of additional information.
The custodian of the assets of the fund is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian also provides certain accounting services to the fund. The funds transfer, shareholder services and dividend paying agent, Boston Financial Data Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.
28
Section 4 General Information
Section 5 Financial Highlights
The financial highlights table is intended to help you understand the funds financial performance for the life of the fund. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). The information has been audited by Ernst & Young LLP, whose report for the most recent fiscal year, along with the funds financial statements, are included in the annual report, which is available upon request.
Nuveen Preferred Securities Fund
Class
(Inception Date) |
Investment Operations | Less Distributions | Ratios/Supplemental Data | ||||||||||||||||||||||||||||||||||||||||||||||
Ratios to Average
Net Assets After Reimbursement(c) |
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Year Ended
December 31, |
Beginning
Net Asset Value |
Net
Investment Income(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total |
Net
Investment Income |
Capital
Gains |
Tax
Return of Capital |
Total |
Ending
Net Asset Value |
Total
Return(b) |
Ending
Net Assets (000) |
Expenses |
Net
Investment Income |
Portfolio
Turnover Rate |
|||||||||||||||||||||||||||||||||||
Class A (12/06) | |||||||||||||||||||||||||||||||||||||||||||||||||
2008 | $ | 16.98 | $ | 1.31 | $ | (5.30 | ) | $ | (3.99 | ) | $ | (1.08 | ) | $ | | $ | (.15 | ) | $ | (1.23 | ) | $ | 11.76 | (24.67 | )% | $ | 22,420 | .95 | % | 11.02 | % | 99 | % | ||||||||||||||||
2007 | 20.01 | 1.08 | (3.03 | ) | (1.95 | ) | (1.08 | ) | | | (1.08 | ) | 16.98 | (10.12 | ) | 321 | 1.13 | 5.60 | 179 | ||||||||||||||||||||||||||||||
2006(e) | 20.00 | .03 | (.02 | ) | .01 | | | | | 20.01 | .05 | 275 | 1.23 | * | 4.88 | * | | ||||||||||||||||||||||||||||||||
Class C (12/06) | |||||||||||||||||||||||||||||||||||||||||||||||||
2008 | 16.96 | 1.16 | (5.24 | ) | (4.08 | ) | (.97 | ) | | (.14 | ) | (1.11 | ) | 11.77 | (25.13 | ) | 6,429 | 1.70 | 9.52 | 99 | |||||||||||||||||||||||||||||
2007 | 20.01 | .93 | (3.03 | ) | (2.10 | ) | (.95 | ) | | | (.95 | ) | 16.96 | (10.85 | ) | 245 | 1.89 | 4.79 | 179 | ||||||||||||||||||||||||||||||
2006(e) | 20.00 | .03 | (.02 | ) | .01 | | | | | 20.01 | .05 | 275 | 1.99 | * | 4.12 | * | | ||||||||||||||||||||||||||||||||
Class I (12/06)(d) | |||||||||||||||||||||||||||||||||||||||||||||||||
2008 | 16.98 | 1.19 | (5.14 | ) | (3.95 | ) | (1.14 | ) | | (.13 | ) | (1.27 | ) | 11.76 | (24.45 | ) | 38,697 | .69 | 8.14 | 99 | |||||||||||||||||||||||||||||
2007 | 20.01 | 1.18 | (3.08 | ) | (1.90 | ) | (1.13 | ) | | | (1.13 | ) | 16.98 | (9.91 | ) | 19,769 | .78 | 6.30 | 179 | ||||||||||||||||||||||||||||||
2006(e) | 20.00 | .04 | (.03 | ) | .01 | | | | | 20.01 | .05 | 4,178 | .98 | * | 5.13 | * | |
* | Annualized. |
(a) | Per share Net Investment Income is calculated using the average daily shares method. |
(b) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(c) | After expense reimbursement from NAM, where applicable. When custodian fee credits are applied, the Ratios of Expenses to Average Net Assets for 2008 are .94%, 1.69%, and .69% for Classes A, C and I, respectively, and the Ratios of Net Investment Income to Average Net Assets for 2008 are 11.02%, 9.52%, and 8.14% for Classes A, C and I, respectively. |
(d) | Effective May 1, 2008, Class R shares were renamed Class I shares. |
(e) | For the period December 19, 2006 (commencement of operations) through December 31, 2006. |
Section 5 Financial Highlights
29
|
Derivatives: Financial instruments whose performance is derived from the performance of an underlying asset, security or index. Derivatives involve the trading of rights or obligations based on the underlying product. They are used to hedge risk, to exchange a floating rate of return for a fixed rate of return or to gain investment exposure. Derivatives include futures, options and swaps, among other instruments. |
|
Futures: A financial contract obligating the buyer to purchase an asset or the seller to sell an asset at a predetermined future date and price. Futures contracts detail the quality and quantity of the underlying asset; they are standardized to facilitate trading on a futures exchange. |
|
Market Benchmark Index: The Market Benchmark Index is comprised of a 60% weighting in the Merrill Lynch Preferred Hybrid Securities Index, a 35% weighting in the Barclays Capital USD Capital Securities Index and a 5% weighting in the Merrill Lynch REIT Preferred Stock Index. The Merrill Lynch Preferred Hybrid Securities Index is an unmanaged index consisting of a set of investment grade exchange-traded preferred stocks with outstanding market values of at least $50 million that are covered by Merrill Lynch Fixed Income Research. The Barclays Capital USD Capital Securities Index contains securities generally viewed as hybrid fixed income securities that either receive regulatory capital treatment or a degree of equity credit from the rating agencies. This generally includes Tier 2/Lower Tier 2 bonds, perpetual step-up debt, step-up preferred securities, and term preferred securities. The Merrill Lynch REIT Preferred Stock Index is an unmanaged index of investment grade REIT preferred shares with a deal size in excess of $100 million, weighted by capitalization and considered representative of investment grade preferred real estate stock performance. The since inception data for the index represents returns for the period 12/31/06-12/31/08, as returns for the index are calculated on a calendar month basis. |
|
Merrill Lynch Preferred Hybrid Securities Index: The Merrill Lynch Preferred Hybrid Securities Index is an unmanaged index consisting of a set of investment grade exchange-traded preferred stocks with outstanding market values of at least $50 million that are covered by Merrill Lynch Fixed Income Research. The index includes certain publicly issued, $25- and $1,000-par securities with at least one year to maturity. The since inception data for the index represents returns for the period 12/31/06-12/31/08, as returns for the index are calculated on a calendar month basis. |
|
Options: An investment that gives the buyer the right to buy or to sell shares of a specified stock at a specified price on or before a given date. There are also options on currencies and other financial assets. |
|
Real Estate Investment Trust (REIT): A business entity formed to invest in real estate, including include multifamily residential, retail, office, industrial, health care, hotel properties and self-storage facilities. REITs also invest in financial instruments such as are construction and development loans, mortgages, and mortgage-backed securities. REITs are restricted to earning income mainly from passive sources. REITs are required to pass through 95% of taxable income to investors and are not taxed at the corporate level. |
|
Swaps: A financial contract between two parties to exchange a set of payments that one party owns for a set of payments owned by the other party. A swap is a derivative instrument. |
30
Section 6 Glossary of Investment Terms
Nuveen Mutual Funds
Nuveen offers a variety of mutual funds designed to help you reach your financial goals. The funds below are grouped by category.
Municipal
All-American
High Yield Muni Bond
Insured
Intermediate Duration
Limited Term
Arizona
California
California High Yield
California Insured
Colorado
Connecticut
Florida Preference
Georgia
Kansas
Kentucky
Louisiana
Maryland
Massachusetts
Massachusetts Insured
Michigan
Missouri
New Jersey
New Mexico
New York
New York Insured
North Carolina
Ohio
Pennsylvania
Tennessee
Virginia
Wisconsin
Taxable Fixed Income
High Yield Bond
Multi-Strategy Income
Preferred Securities
Short Duration Bond
Value
Multi-Manager Large-Cap Value
NWQ Large-Cap Value
NWQ Multi-Cap Value
NWQ Small-Cap Value
NWQ Small/Mid-Cap Value
Symphony Large-Cap Value
Tradewinds Value Opportunities
Global/International
Symphony International Equity
Tradewinds Global All-Cap
Tradewinds Global Resources
Tradewinds International Value
Growth
Rittenhouse Growth
Santa Barbara Growth
Santa Barbara Growth Opportunities
Symphony Large-Cap Growth
Core
Santa Barbara Dividend Growth
Symphony All-Cap Core
Symphony Mid-Cap Core
Symphony Optimized Alpha
Symphony Small-Mid Cap Core
Asset Allocation
Conservative Allocation
Growth Allocation
Moderate Allocation
Quantitative
Enhanced Core Equity
Enhanced Mid-Cap
Several additional sources of information are available to you, including the codes of ethics adopted by the fund, Nuveen and NAM. The statement of additional information, incorporated by reference into this prospectus, contains detailed information on the policies and operation of the fund included in this prospectus. Additional information about the funds investments is available in the annual and semi-annual reports to shareholders. In the funds annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the funds performance during its last fiscal year. The funds most recent statement of additional information, annual and semi-annual reports and certain other information are available free of charge by calling Nuveen at (800)257-8787, on the funds website at www.nuveen.com or through your financial advisor. Shareholders may call the toll free number above with any inquiries.
You may also obtain this and other fund information directly from the Securities and Exchange Commission ( SEC ). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SECs Public Reference Room in Washington, D.C. Call the SEC at (202) 551-8090 for room hours and operation. You may also request fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SECs Public Reference Section at 100 F Street NE, Washington, D.C. 20549-1520.
The fund is a series of Nuveen Investment Trust V, whose Investment Company Act file number is 811-21979.
Distributed by Nuveen Investments, LLC 333 West Wacker Drive Chicago, IL 60606 (800) 257-8787 www.nuveen.com |
MPR-INV5-0509D NA
May 1, 2009
NUVEEN
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus. This Statement of Additional Information relates to, and should be read in conjunction with, the Prospectus for Nuveen Preferred Securities Fund (the Fund), a series of Nuveen Investment Trust V, dated May 1, 2009. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Investments, LLC (Nuveen), or from the Fund by written request to the Nuveen Preferred Securities Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, or by calling (800) 257-8787.
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S-35 | ||
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S-38 | ||
S-47 | ||
S-48 | ||
Independent Registered Public Accounting Firm, Custodian and Transfer Agent |
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A-1 |
The audited financial statements for the Funds most recent fiscal year appear in the Funds Annual Report dated December 31, 2008, are incorporated herein by reference and are available without charge by calling (800) 257-8787.
The Fund is a non-diversified series of Nuveen Investment Trust V (the Trust), an open-end management investment company organized as a Massachusetts business trust on September 27, 2006. Each series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objectives and policies. Currently, one series of the Trust is authorized and outstanding.
Certain matters under the Investment Company Act of 1940, as amended (the 1940 Act), which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting shares of each series affected by such matter.
The investment objective and certain fundamental investment policies of the Fund are described in the Prospectus for the Fund. The Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the shares of the Funds outstanding voting shares:
(1) Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(2) Act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities.
(3) Make loans except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.
(4) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(5) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).
(6) Issue senior securities, except as permitted under the 1940 Act.
(7) Purchase the securities of any issuer if, as a result, 25% or more of the Funds total assets would be invested in the securities of issuers whose principal business activities are in the same industry; except that this restriction shall not be applicable to securities issued by financial services companies or securities issued or guaranteed by the U.S. government or any agency or instrumentality thereof.
The foregoing restrictions and limitations, as well as the Funds policies as to ratings of portfolio investments, will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.
The foregoing fundamental investment policies, together with the investment objective of the Fund and certain other policies specifically identified in the Prospectus, cannot be changed without approval by holders of a majority of the Funds outstanding voting shares. As defined in the 1940 Act, this means the vote of (i) 67% or more of the Funds shares present at a meeting, if the holders of more than 50% of the Funds shares are present or represented by proxy, or (ii) more than 50% of the Funds shares, whichever is less.
S-2
In addition to the foregoing fundamental investment policies, the Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees. The Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.
(2) Purchase securities on margin, except that the Fund may obtain such short term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts, options on futures contracts, or other derivative instruments shall not constitute purchasing securities on margin.
(3) Purchase securities of open-end and closed-end investment companies except in compliance with the 1940 Act.
(4) Enter into futures contracts or related options if more than 30% of the Funds net assets would be represented by such instruments or more than 5% of the Funds net assets would be committed to initial margin deposits and premiums on futures contacts and related options.
(5) Invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the Fund may invest in the securities of issuers that engage in these activities.
(6) Purchase securities when borrowings exceed 5% of its total assets. If due to market fluctuations or other reasons, the value of the Funds assets falls below 300% of its borrowings, the Fund will reduce its borrowings within 3 business days. To do this, the Fund may have to sell a portion of its investments at a time when it may be disadvantageous to do so.
(7) Invest in illiquid securities if, as a result of such investment, more than 15% of the Funds net assets would be invested in illiquid securities.
The Fund has adopted a non-fundamental investment policy pursuant to Rule 35d-1
under the 1940 Act (the Name Policy) whereby the Fund, under normal market conditions, will invest at least 80% of its net assets in preferred securities. As a result, the Fund must provide shareholders with a notice meeting the
requirement of Rule 35d-1(c) at least 60 days prior to any change of the Funds Name Policy. For purpose of the Name Policy, the Fund considers the term investments to include both direct investments and indirect investments (e.g.,
investments in an underlying fund, derivatives and synthetic instruments with economic characteristics similar to the underlying asset), and the Fund may achieve exposure to a particular investment, industry, country or geographic region through
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Funds investment objective, policies and techniques that are described in the Prospectus for the Fund.
Preferred Securities
The Fund invests in preferred securities. Nuveen Asset Management (NAM) intends to invest primarily in taxable preferred securities (often referred to as hybrid preferred securities) that do not qualify for the dividends received deduction. Pursuant to the dividends received deduction, corporations may generally deduct 70% of the dividend income they receive. Corporate shareholders of a regulated investment company like the fund generally are permitted to claim a deduction with respect to that portion of their distributions attributable to amounts received by the regulated investment company that qualify for the dividends received deduction. However, not all preferred securities pay dividends that are eligible for the dividends received deduction. Any corporate shareholder who otherwise would qualify for the dividends received deduction should assume that none of the distributions it receives from the fund will qualify for the dividends received deduction. These types of taxable preferred securities typically offer additional yield spread versus other types of preferred securities due to this lack of special tax treatment.
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Taxable preferred securities are typically issued by corporations, generally in the form of interest-bearing notes or preferred securities, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The taxable preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. The taxable preferred securities market is divided into the $25 par and the institutional segments. The $25 par segment is typified by securities that are listed on the New York Stock Exchange (the NYSE), which trade and are quoted flat, i.e. , without accrued dividend income, and which are typically callable at par value five years after their original issuance date. The institutional segment is typified by $1,000 par value securities that are not exchange-listed, which trade and are quoted on an accrued income basis, and which typically have a minimum of 10 years of call protection (at premium prices) from the date of their original issuance.
Taxable preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, taxable preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without triggering an event of default. Generally, the deferral period is five years or more. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments for extended periods of time without adverse consequence to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when cumulative payments on the taxable preferred securities have not been made), these taxable preferred securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. Taxable preferred securities have many of the key characteristics of equity due to their subordinated position in an issuers capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.
Taxable preferred securities include but are not limited to:
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trust originated preferred securities; |
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monthly income preferred securities; |
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quarterly income bond securities; |
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quarterly income debt securities; |
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quarterly income preferred securities; |
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corporate trust securities; |
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public income notes; and |
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other trust preferred securities. |
Taxable preferred securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuers option for a specified time without any adverse consequence to the issuer. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends payable. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer default on its obligations under such a security, the amount of dividends the Fund pays may be adversely affected.
Many taxable preferred securities are issued by its trust or other special purpose entities established by operating companies, and are not a direct obligation of an operating company. At the time a trust or special purpose entity sells its preferred securities to investors, the trust or special purpose entity purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated as transparent for federal income tax purposes such that the holders of the taxable preferred securities are treated as owning beneficial interests in the underlying
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debt of the operating company. Accordingly, payments of the taxable preferred securities are treated as interest rather than dividends for federal income tax purposes and, as such, are not eligible for the dividends received deduction. The trust or special purpose entity in turn would be a holder of the operating companys debt and would have priority with respect to the operating companys earnings and profits over the operating companys common shareholders, but would typically be subordinated to other classes of the operating companys debt. Typically a taxable preferred share has a rating that is slightly below that of its corresponding operating companys senior debt securities.
Convertible Securities
Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or accrued on preferred stock, until the security matures or is redeemed, converted or exchanged.
The market value of a convertible security generally is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature ( i.e. , a comparable nonconvertible fixed-income security). The investment value is determined by, among other things, reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock in the sense that its market value will not be influenced greatly by fluctuations in the market price of the underlying security into which it can be converted. Instead, the convertible securitys price will tend to move in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is significantly above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying stock. In that case, the convertible securitys price may be as volatile as that of the common stock. Because both interest rate and market movements can influence its value, a convertible security is not generally as sensitive to interest rates as a similar fixed-income security, nor is it generally as sensitive to changes in share price as its underlying stock.
The Funds investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquidthat is, a Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund. The Funds investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. For issues where the conversion of the security is not at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when the value of the underlying common stock or other equity security has declined substantially.
In addition, some convertibles are often rated below investment-grade or are not rated, and therefore may be considered speculative investments. In addition, the credit rating of a companys convertible securities is generally lower than that of its conventional debt securities. Convertibles are normally considered junior securitiesthat is, the company usually must pay interest on its conventional corporate debt before it can make payments on its convertible securities. Some convertibles are particularly sensitive to interest rate changes when their predetermined conversion price is much higher than the issuing companys common stock.
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Corporate Debt Securities
Corporate debt securities are fixed-income securities usually issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured.
The broad category of corporate debt securities includes debt issued by U.S. or non-U.S. companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade or below investment-grade and may carry variable or floating rates of interest.
Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have widely varying potentials for return and risk profiles. For example, commercial paper issued by a large established domestic corporation that is rated investment-grade may have a modest return on principal, but carries relatively limited risk. On the other hand, a long-term corporate note issued by a small non-U.S. corporation from an emerging market country that has not been rated by a Nationally Recognized Statistical Rating Organization may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate debt securities carry both credit risk and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when its due. Some corporate debt securities that are rated below investment-grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while making payments on senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms.
Other Investment Companies
In seeking to attain its investment objective, the Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act, its rules and regulations and any exemptive orders obtained by the Fund from the Securities and Exchange Commission (the SEC).
The Fund may invest up to 10% of its assets in securities of other open- or closed-end investment companies that invest primarily in securities of the types in which the Fund may invest directly. The Fund may also invest in the securities of registered investment companies that are exchange-traded funds (ETFs) in excess of the limits imposed under the 1940 Act pursuant to exemptive orders obtained by certain ETFs and their sponsors from the SEC. An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their net asset value. An ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF. ETFs incur fees and expenses, such as operating expenses, licensing fees, trustee fees and marketing expenses, which are borne proportionately by ETF shareholders, such as the Fund. The Fund will also incur brokerage costs when purchasing and selling shares of ETFs.
The Fund may also invest a portion of its assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Fund may invest directly.
The Fund generally expects that it may invest in other investment companies and/or other pooled investment vehicles either during periods when it has large amounts of uninvested cash, or during
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periods when there is a shortage of attractive, high-yielding securities available in the market. As a stockholder in an investment company, the Fund will bear its ratable share of that investment companys expenses, and would remain subject to payment of the funds advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, the securities of other investment companies may be leveraged and will therefore be subject to leverage risks.
Cash Equivalents and Short-Term Investments
The Fund may invest up to 15% of its total assets, and for temporary defensive purposes or to keep cash on hand fully invested up to 100% of its total assets, in cash equivalents, money market funds and short-term taxable fixed income securities. The short-term taxable fixed income securities issuers shall have a long-term rating of at least A or higher by S&P, Moodys or Fitch and shall have a maturity of one year or less. Short-term taxable fixed income securities are defined to include, without limitation, the following:
(1) The Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies, and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, the Fund may invest in sovereign debt obligations of non-U.S. countries. A sovereign debtors willingness or ability to repay principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtors policy toward principal international lenders and the political constraints to which it may be subject.
(2) The Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid securities and be subject to the Funds 15% restriction on investments in illiquid securities. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by the Fund may not be fully insured. The Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets.
(3) The Fund may invest in bankers acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then accepted by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.
(4) The Fund may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time the Fund purchases the security, it simultaneously agrees
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to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for the Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Fund to invest temporarily available cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. The portfolio manager monitors the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio manager does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(5) The Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.
(6) The Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by the Fund at any time. The portfolio manager will consider the financial condition of the corporation ( e.g. , earning power, cash flow, and other liquidity ratios) and will continuously monitor the corporations ability to meet all of its financial obligations, because the Funds liquidity might be impaired if the corporation were unable to pay principal and interest on demand. The Fund may only invest in commercial paper rated A-2 or better by S&P, Prime-2 or higher by Moodys or F2 or higher by Fitch, or unrated commercial paper which is, in the opinion of the portfolio manager, of comparable quality.
Hedging Strategies
The Fund may utilize a variety of financial instruments, including options, futures contracts (sometimes referred to as futures), forward contracts and swaps to attempt to hedge the Funds holdings.
Derivative hedges are generally used to hedge against price movements in one or more particular securities positions that the Fund owns or intends to acquire. Such instruments may also be used to lock-in realized but unrecognized gains in the value of portfolio securities. Hedging instruments on stock indices, in contrast, generally are used to hedge against price movements in broad equity market sectors in which the Fund has invested or expects to invest. Hedging strategies, if successful, can reduce the risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. The Fund may also use derivative instruments to manage the risks of its assets. Risk management strategies include, but are not limited to, facilitating the sale of securities, establishing a position in the derivatives markets as a substitute for buying or selling certain securities or creating or altering exposure to certain asset classes, such as non-U.S. securities. The use of derivative instruments may provide a less expensive, more expedient, or more specifically focused way for the Fund to invest than would traditional securities ( i.e. , stocks or bonds). The use of hedging instruments is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they are traded, the Commodity Futures Trading Commission (the CFTC)
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and various state regulatory authorities. In addition, the Funds ability to use hedging instruments will be limited by tax considerations.
General Limitations on Futures and Options Transactions
The Trust has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator with the CFTC and the National Futures Association (NFA), which regulate trading in the futures markets. As a result of the Trusts filing with the CFTC and the NFA, the Trust, its officers and directors are not subject to the registration requirements of the Commodity Exchange Act, as amended (the CEA), and are not subject to regulation as commodity pool operators under the CEA. The Trust reserves the right to engage in transactions involving futures and options thereon to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Trusts policies.
The foregoing limitations are not fundamental policies of the Fund and may be changed without shareholder approval as regulatory agencies permit. Various exchanges and regulatory authorities have undertaken reviews of options and futures trading in light of market volatility. Among the possible actions that have been presented are proposals to adopt new or more stringent daily price fluctuation limits for futures and options transactions and proposals to increase the margin requirements for various types of futures transactions.
Asset Coverage for Futures and Options Positions
The Fund will comply with the regulatory requirements of the SEC and the CFTC with respect to coverage of options and futures positions by registered investment companies and, if the guidelines so require, will set aside or earmark cash, U.S. government securities, high grade liquid debt securities and/or other liquid assets permitted by the SEC and CFTC in the amount prescribed. Securities set aside or earmarked cannot be sold while the futures or options position is outstanding, unless replaced with other permissible assets, and will be marked-to-market daily. The Fund may not enter into futures or options positions if such positions will require the Fund to set aside or earmark more than 100% of its assets.
Certain Considerations Regarding Options
There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or elsewhere may exist. If the Fund is unable to close out a call option on securities that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy its obligation under the option to deliver such securities. If the Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it would have to exercise the option in order to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.
The writing and purchasing of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Imperfect correlation between the options and securities markets may detract from the effectiveness of attempted hedging. Options transactions may result in significantly higher transaction costs for the Fund.
Federal Income Tax Treatment of Options
In the case of transactions involving nonequity options, as defined in Section 1256 of the Internal Revenue Code (the Code), the Fund will treat any gain or loss arising from the lapse, closing out or exercise of such positions as 60% long-term and 40% short-term capital gain or loss as required by Section 1256 of the Code. In addition, such positions must be marked-to-market as of the last business day of the year, and gain or loss must be recognized for federal income tax purposes in accordance with the 60%/40% rule discussed above even though the position has not been terminated. A nonequity option generally includes an option with respect to any group of stocks or a stock index unless the value of the option is determined directly or indirectly by reference to any stock or any narrow-based security index (as defined in the Securities Exchange Act of 1934, as amended). If such an option is part of a mixed straddle under Code Section 1256, the Fund may be
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able to make certain elections to avoid this requirement. If an option is treated as part of a straddle under the Code, the Fund may be required to defer capital losses it would otherwise recognize.
Stock Index Options
The Fund may (i) purchase stock index options for any purpose, (ii) sell stock index options in order to close out existing positions, and/or (iii) write covered options on stock indexes for hedging purposes. Stock index options are put options and call options on various stock indexes. In most respects, they are identical to listed options on common stocks. The primary difference between stock options and index options occurs when index options are exercised. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple.
A stock index fluctuates with changes in the market values of the stock included in the index. For example, some stock index options are based on a broad market index, such as the Standard & Poors 500 or the Value Line Composite Index or a narrower market index, such as the Standard & Poors 100. Indexes may also be based on an industry or market segment, such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indexes are currently traded on the following exchanges: the Chicago Board of Options Exchange, the New York Stock Exchange, the American Stock Exchange, the Pacific Stock Exchange, and the Philadelphia Stock Exchange.
The Funds use of stock index options is subject to certain risks. Successful use by the Fund of options on stock indexes will be subject to the ability of the portfolio manager to correctly predict movements in the direction of the stock market. This requires different skills and techniques than predicting changes in the prices of individual securities. In addition, the Funds ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline through transactions in put options on stock indexes, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by the Fund. Inasmuch as the Funds securities will not duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund will bear the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indexes. It is also possible that there may be a negative correlation between the index and the Funds securities which would result in a loss on both such securities and the options on stock indexes acquired by the Fund.
The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based. Options transactions may result in significantly higher transaction costs for the Fund.
Futures Contracts
The Fund may enter into futures contracts (hereinafter referred to as Futures Contracts), including index futures, as a hedge against movements in the equity markets, in order to establish more definitely the effective return on securities held or intended to be acquired by the Fund or for other purposes permissible under the CEA. The Funds hedging may include sales of futures as an offset against the effect of expected declines in stock prices and purchases of futures as an offset against the effect of expected increases in stock prices. The Fund will not enter into Futures Contracts which are prohibited under the CEA and will, to the extent required by regulatory authorities, enter only into Futures Contracts that are traded on national futures exchanges and are standardized as to maturity date and underlying financial instrument. The principal interest rate futures exchanges in the United States are the Chicago Board of Trade and the Chicago Mercantile Exchange. Futures exchanges and trading are regulated under the CEA by the CFTC.
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An interest rate Futures Contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument ( e.g. , a debt security) or currency for a specified price at a designated date, time and place. An index Futures Contract is an agreement pursuant to which the parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index Futures Contract was originally written. Transaction costs are incurred when a Futures Contract is bought or sold and margin deposits must be maintained. A Futures Contract may be satisfied by delivery or purchase, as the case may be, of the instrument or by payment of the change in the cash value of the index. More commonly, Futures Contracts are closed out prior to delivery by entering into an offsetting transaction in a matching Futures Contract. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. If the offsetting purchase price is less than the original sale price, a gain will be realized; if it is more, a loss will be realized. Conversely, if the offsetting sale price is more than the original purchase price, a gain will be realized; if it is less, a loss will be realized. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the Futures Contract.
Margin is the amount of funds that must be deposited by the Fund with its custodian in a segregated account in the name of the futures commission merchant in order to initiate futures trading and to maintain the Funds open positions in Futures Contracts. A margin deposit is intended to ensure the Funds performance of the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract. Futures Contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the Futures Contract being traded.
If the price of an open Futures Contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the Futures Contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the Futures Contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund. In computing daily net asset value, the Fund will mark to market the current value of its open Futures Contracts. The Fund expects to earn interest income on its margin deposits.
Because of the low margin deposits required, futures trading involves an extremely high degree of leverage. As a result, a relatively small price movement in a Futures Contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the Futures Contract is deposited as margin, a subsequent 10% decrease in the value of the Futures Contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the Futures Contract were closed out. Thus, a purchase or sale of a Futures Contract may result in losses in excess of the amount initially invested in the Futures Contract. However, the Fund would presumably have sustained comparable losses if, instead of the Futures Contract, it had invested in the underlying financial instrument and sold it after the decline.
Most U.S. futures exchanges limit the amount of fluctuation permitted in Futures Contract prices during a single trading day. The day limit establishes the maximum amount that the price of a Futures Contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of Futures Contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures Contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of Futures positions and subjecting some Futures traders to substantial losses.
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There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a Futures position. The Fund would continue to be required to meet margin requirements until the position is closed, possibly resulting in a decline in the Funds net asset value. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.
A public market exists in Futures Contracts covering a number of indexes, including, but not limited to, the S&P 500 Index, the S&P 100 Index, the NASDAQ-100 Index, the Value Line Composite Index and the New York Stock Exchange Composite Index.
Options on Futures
The Fund may also purchase or write put and call options on Futures Contracts and enter into closing transactions with respect to such options to terminate an existing position. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a Futures Contract at a specified exercise price prior to the expiration of the option. Upon exercise of a call option, the holder acquires a long position in the Futures Contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. Prior to exercise or expiration, a futures option may be closed out by an offsetting purchase or sale of a futures option of the same series.
The Fund may use options on Futures Contracts in connection with hedging strategies. Generally, these strategies would be applied under the same market and market sector conditions in which the Fund uses put and call options on securities or indexes. The purchase of put options on Futures Contracts is analogous to the purchase of puts on securities or indexes so as to hedge the Funds securities holdings against the risk of declining market prices. The writing of a call option or the purchasing of a put option on a Futures Contract constitutes a partial hedge against declining prices of the securities which are deliverable upon exercise of the Futures Contract. If the futures price at expiration of a written call option is below the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Funds holdings of securities. If the futures price when the option is exercised is above the exercise price, however, the Fund will incur a loss, which may be offset, in whole or in part, by the increase in the value of the securities held by the Fund that were being hedged. Writing a put option or purchasing a call option on a Futures Contract serves as a partial hedge against an increase in the value of the securities the Fund intends to acquire.
As with investments in Futures Contracts, the Fund is required to deposit and maintain margin with respect to put and call options on Futures Contracts written by it. Such margin deposits will vary depending on the nature of the underlying Futures Contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund. The Fund will set aside in a segregated account at the Funds custodian liquid assets, such as cash, U.S. government securities or other high grade liquid debt obligations equal in value to the amount due on the underlying obligation. Such segregated assets will be marked-to-market daily, and additional assets will be placed in the segregated account whenever the total value of the segregated account falls below the amount due on the underlying obligation.
The risks associated with the use of options on Futures Contracts include the risk that the Fund may close out its position as a writer of an option only if a liquid secondary market exists for such options, which cannot be assured. The Funds successful use of options on Futures Contracts depends on the portfolio managers ability to correctly predict the movement in prices of Futures Contracts and the underlying instruments, which may prove to be incorrect. In addition, there may be imperfect correlation between the instruments being hedged and the Futures Contract subject to the option.
For additional information, see Futures Contracts. Certain characteristics of the futures market might increase the risk that movements in the prices of Futures Contracts or options on Futures Contracts might not correlate perfectly with movements in the prices of the investments being hedged. For example, all participants in the futures and options on Futures Contracts markets are subject to daily variation margin calls and might be compelled to liquidate futures or options on Futures Contracts positions whose prices are moving unfavorably to avoid being subject to further calls. These liquidations could increase the price volatility of the instruments and distort the normal
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price relationship between the futures or options and the investments being hedged. Also, because of initial margin deposit requirements in futures markets, there might be increased participation by speculators in the futures markets. This participation also might cause temporary price distortions. In addition, activities of large traders in both the futures and securities markets involving arbitrage, program trading, and other investment strategies might result in temporary price distortions.
Federal Income Tax Treatment of Futures Contracts
For federal income tax purposes, the Fund is required to recognize as income for each taxable year its net unrealized gains and losses on certain Futures Contracts as of the end of the year, as well as gains and losses actually realized during the year. Except for transactions that are classified as part of a mixed straddle under Code Section 1256, any gain or loss recognized with respect to certain Futures Contracts is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the Futures Contract. If such a Futures Contract is part of a mixed straddle under Code Section 1256, the Fund may be able to make certain elections to avoid this requirement.
The Fund will distribute to shareholders annually any net capital gains which have been recognized for federal income tax purposes (including unrealized gains at the end of the Funds fiscal year) on Futures transactions. Such distributions will be combined with distributions of capital gains realized on the Funds other investments and shareholders will be advised of the nature of the payments.
Risks and Special Considerations Concerning Derivatives
The use of derivative instruments involves certain general risks and considerations as described below. The specific risks pertaining to certain types of derivative instruments are described below:
(1) Market Risk . Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose the Fund to losses. Market risk is the primary risk associated with derivative transactions. Derivative instruments may include elements of leverage and, accordingly, fluctuations in the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio managers ability to predict movements of the securities, currencies, and commodities markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed. A decision to engage in a derivative transaction will reflect the portfolio managers judgment that the derivative transaction will provide value to the Fund and its shareholders and is consistent with the Funds objective, investment limitations, and operating policies. In making such a judgment, the portfolio manager will analyze the benefits and risks of the derivative transactions and weigh them in the context of the Funds overall investments and investment objective.
(2) Credit Risk . Credit risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for privately-negotiated or OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, the Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Fund. The Fund will enter into transactions in derivative instruments only with counterparties that its portfolio manager reasonably believes are capable of performing under the contract.
(3) Correlation Risk . Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the
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derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged.
(4) Liquidity Risk . Liquidity risk is the risk that a derivative instrument cannot be sold, closed out, or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. The Fund might be required by applicable regulatory requirements to maintain assets as cover, maintain segregated accounts, and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties ( i.e. , instruments other than purchase options). If the Fund is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures, or is closed out. These requirements might impair the Funds ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. The Funds ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. Due to liquidity risk, there is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to the Fund.
(5) Legal Risk . Legal risk is the risk of loss caused by the unenforceability of a partys obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.
(6) Systemic or Interconnection Risk . Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.
Swap Agreements
A swap is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon prices, rates, indices, etc. The nominal amount on which the cash flows are calculated is called the notional amount. Swaps are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, non-U.S. currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.
Swap agreements may increase or decrease the overall volatility of the investments of the Fund and its share price. The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for payments by the Fund, the Fund must be prepared to make such payments when due. In addition, if the counterpartys creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.
Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date only under limited circumstances, such as
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default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party. The Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, the Fund may not be able to recover the money it expected to receive under the contract.
A swap agreement can be a form of leverage, which can magnify the Funds gains or losses. In order to reduce the risk associated with leveraging, the Fund may cover its current obligations under swap agreements according to guidelines established by the SEC. If the Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Funds accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If the Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Funds accrued obligations under the agreement.
Credit Derivative Instruments . The Fund may purchase or sell credit derivative instruments for the purpose of hedging the Funds credit risk exposure to certain issuers of securities that the Fund owns, or replicate exposure to certain issuers of securities that the Fund may or may not own.
For example, the Fund may enter into credit swap default contracts for hedging purposes where the Fund would be the buyer of such a contract. The Fund would be entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, the Fund would pay to the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would have spent the stream of payments and received no benefit from the contract. If the Fund were to enter into a credit default swap to replicate exposure to certain issuers of securities that the Fund may or may not own, the Fund / Counterparty roles in the original example would be reversed.
Interest Rate Swaps. The Fund may enter into interest rate swaps. The Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. In an interest rate swap, the Fund and another party typically exchange their respective commitments to pay each other floating for fixed rates of interest at a floating rate referenced to local short-term interest rates and a fixed rate referenced to U.S. interest rates.
The Fund usually will enter into interest rate swaps on a net basis ( i.e. , the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis, and an amount of cash or liquid securities having an aggregate net asset value at least equal to the accrued excess will be segregated by the Fund. If a swap transaction is entered into on other than a net basis, the full amount of the Funds obligations will be accrued on a daily basis, and the full amount of the Funds obligations will be segregated by the Fund.
Equity Swaps. In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that the Fund will be committed to pay.
Caps, Collars and Floors
Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest
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rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.
Other Investment Policies and Techniques
Delayed-Delivery Transactions
The Fund may from time to time purchase securities on a when-issued or other delayed-delivery basis. The price of securities purchased on a when-issued basis is fixed at the time the commitment to purchase is made, but delivery and payment for the securities take place at a later date. Normally, the settlement date occurs within 45 days of the purchase. During the period between the purchase and settlement, no payment is made by the Fund to the issuer and no interest is accrued on debt securities or dividend income is earned on equity securities. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. This risk is in addition to the risk of decline in value of the Funds other assets. While when-issued securities may be sold prior to the settlement date, the Fund intends to purchase such securities with the purpose of actually acquiring them. At the time the Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security in determining its net asset value. The Fund does not believe that net asset value will be adversely affected by purchases of securities on a when-issued basis.
The Fund will maintain in a segregated account cash, U.S. government securities and high grade liquid debt securities equal in value to commitments for when-issued securities. Such segregated securities will either mature or, if necessary, be sold on or before the settlement date. When the time comes to pay for when-issued securities, the Fund will meet its obligations from then-available cash flow, sale of the securities held in the segregated account (described above), sale of other securities or, although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or less than the Funds payment obligation).
Illiquid Securities
The Fund may invest in illiquid securities ( i.e. , securities that are not readily marketable). For purposes of this restriction, illiquid securities include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), but that are deemed to be illiquid; and repurchase agreements with maturities in excess of seven days. However, the Fund will not acquire illiquid securities if, as a result, such securities would comprise more than 15% of the value of the Funds net assets. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal securities laws, which securities are liquid or illiquid for purposes of this 15% limitation. The Board of Trustees has delegated to the investment adviser of the Fund the day-to-day determination of the illiquidity of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the investment adviser of the Fund to look to such factors as (i) the nature of the market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; and the amount of time normally needed to dispose of the security, the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof ( e.g. , certain repurchase obligations and demand instruments), and (iii) other permissible relevant factors.
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act. Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid securities will be priced at fair value as determined in good faith by the Board of Trustees or its delegate. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the Fund should be in a position where more than 15% of the
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value of its net assets are invested in illiquid securities, including restricted securities which are not readily marketable, the Fund will take such steps as is deemed advisable, if any, to protect liquidity.
Short Sales Against the Box
When the portfolio manager believes that the price of a particular security held by the Fund may decline, it may make short sales against the box to hedge the unrealized gain on such security. Selling short against the box involves selling a security which the Fund owns for delivery at a specified date in the future. The Fund will limit its transactions in short sales against the box to 5% of its net assets. If, for example, the Fund bought 100 shares of ABC at $40 per share in January and the price appreciates to $50 in March, the Fund might sell short the 100 shares at $50 for delivery the following July. Thereafter, if the price of the stock declines to $45, it will realize the full $1,000 gain rather than the $500 gain it would have received had it sold the stock in the market. On the other hand, if the price appreciates to $55 per share, the Fund would be required to sell at $50 and thus receive a $1,000 gain rather than the $1,500 gain it would have received had it sold the stock in the market. The Fund may also be required to pay a premium for short sales which would partially offset any gain.
Lending of Portfolio Securities
The Fund may lend its portfolio securities, up to 33 1 / 3 % of its total assets, to broker-dealers or institutional investors. The loans will be secured continuously by collateral at least equal to the value of the securities lent by marking to market daily. The Fund will continue to receive the equivalent of the interest or dividends paid by the issuer of the securities lent and will retain the right to call, upon notice, the lent securities. The Fund may also receive interest on the investment of the collateral or a fee from the borrower as compensation for the loan. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to firms deemed by the portfolio manager to be of good standing.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs affect the Funds performance. The Funds portfolio turnover rates for the fiscal years ended December 31, 2007 and 2008 were 179% and 99%, respectively. In both years, the portfolio turnover rates exceeded the Funds expected turnover rate, which was expected to be between 20% and 30%. The Funds portfolio turnover rate for the fiscal year ended December 31, 2007 was higher than the turnover rate for the fiscal year 2008 primarily because in 2007 the Fund was buying and selling U.S. Treasury securities as part of the Funds hedging strategy. During fiscal year 2007, the Fund received meaningful positive net inflows. These inflows were temporarily invested in U.S. Treasury securities to hedge duration exposure until the Fund was able to identify more appropriate investment securities. The purchase of these securities resulted in corresponding sales of U.S. Treasury securities. In 2008, the volume of such temporary investments was reduced and accordingly, the turnover rate was lower. However, the portfolio turnover rate for 2008 was still higher than the expected rate. The primary causes for the higher than expected turnover rate was that the Funds portfolio manager took advantage of the increased supply of attractive new issues through purchasing assets and attempted to manage credit exposure and market risk in the financial services sector through purchases and sales of assets.
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The management of the Trust, including general supervision of the duties performed for the Fund under the Management Agreement, is the responsibility of the Board of Trustees. The number of trustees of the Trust is nine, one of whom is an interested person (as the term interested person is defined in the 1940 Act) and eight of whom are not interested persons (referred to herein as independent trustees). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, Nuveen or its affiliates. The names, business addresses and birthdates of the trustees and officers of the Fund, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. The trustees of the Trust are directors or trustees, as the case may be, of 74 Nuveen-sponsored open-end funds (the Nuveen Mutual Funds) and 125 Nuveen-sponsored closed-end funds (collectively with the Nuveen Mutual Funds, the Nuveen Funds).
Name, Business
|
Position(s)
|
Term of Office
Time Served with
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
Independent Trustees: |
||||||||||
Robert P. Bremner 333 West Wacker Drive Chicago, IL 60606 (8/22/40) |
Chairman of the Board and Trustee |
TermIndefinite* Length of ServiceSince inception |
Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington D.C. | 199 | N/A | |||||
Jack B. Evans 333 West Wacker Drive Chicago, IL 60606 (10/22/48) |
Trustee |
TermIndefinite* Length of ServiceSince inception |
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; Member of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College; Director, Iowa College Foundation; Member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | 199 | See Principal Occupation description |
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Name, Business
|
Position(s)
|
Term of Office
Time Served with
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
William C. Hunter 333 West Wacker Drive Chicago, IL 60606 (3/6/48) |
Trustee |
TermIndefinite* Length of ServiceSince inception |
Dean (since July 2006) Tippie College of Business, University of Iowa; Director (since 2004) of Xerox Corporation; Director (since 2005), Beta Gamma Sigma International Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; Director (May 2005-October 2005), SS&C Technologies, Inc.; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003). | 199 | See Principal Occupation description | |||||
David J. Kundert 333 West Wacker Drive Chicago, IL 60606 (10/28/42) |
Trustee |
TermIndefinite* Length of ServiceSince inception |
Director, Northwestern Mutual Wealth Management Company; Retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Member, Board of Regents, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors, Friends of Boerner Botanical Gardens; Member of Investment Committee, Greater Milwaukee Foundation. | 199 | See Principal Occupation description |
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Name, Business
|
Position(s)
|
Term of Office
Time Served with
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
William J. Schneider 333 West Wacker Drive Chicago, IL 60606 (9/24/44) |
Trustee |
TermIndefinite* Length of ServiceSince inception |
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; Member, University of Dayton Business School Advisory Council; Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank. | 199 | See Principal Occupation description | |||||
Judith M. Stockdale 333 West Wacker Drive Chicago, IL 60606 (12/29/47) |
Trustee |
TermIndefinite* Length of ServiceSince inception |
Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994). | 199 | See Principal Occupation description | |||||
Carole E. Stone 333 West Wacker Drive Chicago, IL 60606 (6/28/47) |
Trustee |
TermIndefinite* Length of ServiceSince 2007 |
Director, Chicago Board Options Exchange (since 2006); Commissioner, New York State Commission on Public Authority Reform (since 2005); formerly, Chair, New York Racing Association Oversight Board (2005-2007). | 199 | See Principal Occupation description |
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Name, Business
|
Position(s)
|
Term of Office
Time Served with
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
Terence J. Toth
Chicago, IL
60606
|
Trustee |
TermIndefinite* Length of Service Since 2008 | Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Musso Capital Management (since 2008); Private Investor (since 2007); CEO and President, Northern Trust Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), University of Illinois Leadership Council Board (since 2007) and Catalyst Schools of Chicago Board (since 2008); formerly Member: Northern Trust Mutual Funds Board (2005-2007), Northern Trust Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). | 199 | See Principal Occupation description | |||||
Interested Trustee: |
||||||||||
John P. Amboian** 333 West Wacker Drive Chicago, IL 60606 (6/14/61) |
Trustee |
TermIndefinite* Length of Service Since 2008 | Chief Executive Officer (since July 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Asset Management, Nuveen Investments Advisors, Inc.; formerly, President (1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*** | 199 | See Principal Occupation description |
* | Each trustee serves an indefinite term until his or her successor is elected. |
** | Mr. Amboian is an interested person of the Trust, as defined in the 1940 Act, by reason of his positions with Nuveen Investments, Inc. (Nuveen Investments) and certain of its subsidiaries. |
*** | Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management (NAM), effective January 1, 2005. |
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Name, Business
|
Position(s) Held
|
Term of
Time Served
|
Principal Occupation(s) During Past Five Years |
Number of
|
||||
Officers of the Trust: |
||||||||
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56) |
Chief Administrative Officer |
TermUntil July 2009
Length of Service
|
Managing Director (since 2002), Assistant Secretary and Associate General Counsel of Nuveen Investments, LLC; Managing Director (since 2002) and Assistant Secretary and Associate General Counsel of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC (since 2006), and Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since 2007); formerly, Managing Director (2002-2004), General Counsel (1998-2004) and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Chartered Financial Analyst. | 199 | ||||
Mark J.P. Anson 333 West Wacker Drive Chicago, IL 60606 (6/10/59) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2009 |
President and Executive Director of Nuveen Investments, Inc. (since 2007); President of Nuveen Investments Institutional Services Group LLC (since 2007); previously, Chief Executive Officer of British Telecom Pension Scheme (2006-2007); Chief Investment Officer of Calpers (1999-2006); PhD, Chartered Financial Analyst, Chartered Alternative Investment Analyst, Certified Public Accountant, Certified Management Accountant and Certified Internal Auditor. | 199 | ||||
Nizida Arriaga 333 West Wacker Drive Chicago, IL 60606 (6/1/68) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2009 |
Vice President of Nuveen Investments, LLC (since 2007); previously, Portfolio Manager, Allstate Investments, LLC (1996-2006); Chartered Financial Analyst. | 199 | ||||
Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606 (2/3/66) |
Vice President |
TermUntil July 2009
Length of Service
|
Vice President (since 2002) of Nuveen Investments, LLC; Vice President of Nuveen Asset Management (since 2005). | 199 | ||||
Alan A. Brown
333 West Wacker Drive Chicago, IL 60606 (8/1/62) |
Vice President |
TermUntil July 2009 Length of Service
Since 2007 |
Executive Vice President, Mutual Funds, Nuveen Investments, LLC (since 2005), previously, Managing Director and Chief Marketing Officer (2001-2005). | 74 |
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Name, Business
|
Position(s) Held
|
Term of
Time Served
|
Principal Occupation(s) During Past Five Years |
Number of
|
||||
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 (4/11/64) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2009 |
Executive Vice President (since Oct 2008) of Nuveen Investments, Inc.; previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | 199 | ||||
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) |
Vice President |
TermUntil July 2009
Length of Service
|
Managing Director (since 2004), formerly, Vice President of Nuveen Investments, LLC; Managing Director (2004-2005), formerly, Vice President (1998-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Managing Director (since 2005) of Nuveen Asset Management. | 199 | ||||
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) |
Vice President and Controller |
TermUntil July 2009 Length of Service
Since inception |
Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 2005) of Nuveen Asset Management; formerly, Vice President and Controller of Nuveen Investments, Inc. (1998-2004); Certified Public Accountant. | 199 | ||||
William T. Huffman 333 West Wacker Drive Chicago, IL 60606 (5/7/69) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2009 |
Chief Operating Officer, Municipal Fixed Income (since 2008) of Nuveen Asset Management; previously, Chairman, President and Chief Executive Officer (2002-2007) of Northern Trust Global Advisors, Inc. and Chief Executive Officer (2007) of Northern Trust Global Investments Limited; CPA. | 199 | ||||
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) |
Chief Compliance Officer and Vice President |
TermUntil July 2009 Length of ServiceSince 2003 |
Senior Vice President (since 2008), formerly, Vice President, formerly, Assistant Vice President and Assistant General Counsel (2003-2006) of Nuveen Investments, LLC; Senior Vice President (since 2008) and Assistant Secretary (since 2003), formerly, Vice President (2006-2008) of Nuveen Asset Management; previously, Assistant Vice President and Assistant Secretary of the Nuveen Funds (2003-2006). | 199 | ||||
David J. Lamb 333 West Wacker Drive
Chicago, IL 60606
|
Vice President |
TermUntil July 2009 Length of ServiceSince inception | Senior Vice President (since 2009), formerly, Vice President (2000-2009) of Nuveen Investments, LLC; Vice President of Nuveen Asset Management (since 2005); Certified Public Accountant. | 199 | ||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2002 | Senior Vice President (since 2009), formerly, Vice President (1999-2009) of Nuveen Investments, LLC; Vice President of Nuveen Asset Management (since 2005). | 199 |
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Name, Business
|
Position(s) Held
|
Term of
Time Served
|
Principal Occupation(s) During Past Five Years |
Number of
|
||||
Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 (7/27/51) |
Vice President and Assistant Secretary |
TermUntil July 2009 Length of Service Since inception |
Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President (since 2005) and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002), NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC and Santa Barbara Asset Management LLC (since 2006) and of Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since 2007); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.* | 199 | ||||
Kevin J. McCarthy
Chicago, IL 60606
|
Vice President and Secretary |
TermUntil July 2009 Length of ServiceSince 2007 | Managing Director (since 2008), formerly, Vice President (since 2007-2008) of Nuveen Investments, LLC; Managing Director (since 2008), Vice President and Assistant Secretary (since 2007) of Nuveen Asset Management, Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc.; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007). | 199 | ||||
John V. Miller
Chicago, IL
60606
|
Vice President |
TermUntil July 2009 Length of ServiceSince 2007 | Managing Director (since 2007), formerly, Vice President (2002-2007), of Nuveen Asset Management and Nuveen Investments, LLC; Chartered Financial Analyst. | 199 | ||||
Gregory Mino 333 West Wacker Drive Chicago, IL 60606 (1/4/71) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2009 |
Vice President of Nuveen Investments, LLC (since 2008); previously, Director (2004-2007) and Executive Director (2007-2008) of UBS Global Asset Management; previously, Vice President (2000-2003) and Director (2003-2004) of Merrill Lynch Investment Managers; Chartered Financial Analyst. | 199 | ||||
Christopher M. Rohrbacher 333 West Wacker Drive Chicago, IL 60606 (8/1/71) |
Vice President and Assistant Secretary |
TermUntil July 2009
Length of ServiceSince 2008 |
Vice President and Assistant Secretary of Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Asset Management (since 2008); prior thereto, Associate, Skadden, Arps, Slate Meagher & Flom LLP (2002-2008). | 199 |
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Name, Business
|
Position(s) Held
|
Term of
Time Served
|
Principal Occupation(s) During Past Five Years |
Number of
|
||||
James F. Ruane 333 West Wacker Drive Chicago, IL 60606 (7/3/62) |
Vice President and Assistant Secretary |
TermUntil July 2009 Length of ServiceSince 2007 |
Vice President, Nuveen Investments, LLC (since 2007); prior thereto, Partner, Deloitte & Touche USA LLP (2005-2007), formerly, senior tax manager (2002-2005); Certified Public Accountant. | 199 | ||||
John S. White
(5/12/67) |
Vice President |
TermUntil July 2009 Length of ServiceSince 2007 | Senior Vice President (since 2009), formerly, Vice President (2006-2008) of Nuveen Investments, LLC, formerly, Assistant Vice President (since 2002); Lieutenant Colonel (since 2007), United States Marine Corps Reserve (ret. since 2008), formerly, Major (since 2001). | 74 | ||||
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
|
Vice President and Assistant Secretary |
TermUntil
Length of ServiceSince 2008 |
Vice President and Assistant Secretary of Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Asset Management (since 2008); prior thereto, Counsel, Vedder Price P.C. (1997-2007). | 199 |
* | Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into NAM, effective January 1, 2005. |
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Board Committees
The Board of Trustees of the Trust has five standing committees: the Executive Committee, the Audit Committee, the Nominating and Governance Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee.
Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian serve as the current members of the Executive Committee of the Board of Trustees. The Executive Committee, which meets between regular meetings of the Board of Trustees, is authorized to exercise all of the powers of the Board of Trustees. During the fiscal year ended December 31, 2008, the Executive Committee did not meet.
The Dividend Committee is authorized to declare distributions on the Funds shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth. During the fiscal year ended December 31, 2008 the Dividend Committee met two times.
The Audit Committee monitors the accounting and reporting policies and practices of the Fund, the quality and integrity of the financial statements of the Fund, compliance by the Fund with legal and regulatory requirements and the independence and performance of the external and internal auditors. The members of the Audit Committee are Jack B. Evans, Robert P. Bremner, David J. Kundert, Chair, William J. Schneider and Terence J. Toth, each of whom is an independent trustee of the Trust. During the fiscal year ended December 31, 2008, the Audit Committee met four times.
Nomination of independent trustees is committed to a Nominating and Governance Committee composed of the independent trustees of the Trust. The Committee operates under a written charter adopted and approved by the Board of Trustees. The Nominating and Governance Committee is responsible for trustee selection and tenure; selection and review of committees; and trustee education and operations. In addition, the Committee monitors performance of legal counsel and other service providers; periodically reviews and makes recommendations about any appropriate changes to trustee compensation; and has the resources and authority to discharge its responsibilities, including retaining special counsel and other experts or consultants at the expense of the Fund. In the event of a vacancy on the Board of Trustees, the Nominating and Governance Committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview all candidates and to make the final selection of any new trustees. The members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone and Terence J. Toth. During the fiscal year ended December 31, 2008, the Nominating and Governance Committee met four times.
The Compliance, Risk Management and Regulatory Oversight Committee is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Fund that are not otherwise the jurisdiction of the other committees. As part of its duties regarding compliance matters, the Committee is responsible for the oversight of the Pricing Procedures of the Fund and the Valuation Group. The members of the Compliance, Risk Management and Regulatory Oversight Committee are William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone. During the fiscal year ended December 31, 2008, the Compliance, Risk Management and Regulatory Oversight Committee met four times.
Independent Chairman
The trustees have elected Robert P. Bremner as the independent Chairman of the Board of Trustees. Specific responsibilities of the Chairman include (a) presiding at all meetings of the Board of Trustees and of the shareholders; (b) seeing that all orders and resolutions of the trustees are carried into effect; and (c) maintaining records of and, whenever necessary, certifying all proceedings of the trustees and the shareholders.
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Compensation
The following table shows, for each independent trustee, (1) the aggregate compensation paid by the Trust for its fiscal year ended December 31, 2008, (2) the amount of total compensation paid by the Trust that has been deferred, and (3) the total compensation paid to each trustee by the Nuveen Funds during the fiscal year ended December 31, 2008.
Name of Trustee |
Aggregate
Compensation From Trust (1) |
Amount of Total
Compensation that Has Been Deferred (2) |
Total Compensation
From Nuveen Funds Paid to Trustees (3) |
||||||
Robert P. Bremner |
$ | 114 | $ | 0 | $ | 216,138 | |||
Jack B. Evans |
1,102 | 0 | 189,578 | ||||||
William C. Hunter |
84 | 0 | 120,659 | ||||||
David J. Kundert |
97 | 0 | 128,240 | ||||||
William J. Schneider |
102 | 0 | 140,917 | ||||||
Judith M. Stockdale |
1,089 | 0 | 160,362 | ||||||
Carole E. Stone |
84 | 0 | 171,750 | ||||||
Terence J. Toth (4) |
1,023 | 0 | 28,695 |
(1) |
The compensation paid, including deferred amounts, to the independent trustees for the fiscal year ended December 31, 2008 for services to the Trust. |
(2) |
Pursuant to a deferred compensation agreement with the Trust, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amounts provided are the total deferred fees (including the return from the assumed investment in the eligible Nuveen Funds) payable from the Trust. |
(3) |
Based on the compensation paid (including any amounts deferred) to the trustees for the one year period ending December 31, 2008 for services to the Nuveen Funds. |
(4) |
Mr. Toth was appointed to the Board of Trustees of the Trust effective July 1, 2008. |
Effective January 1, 2008, independent trustees receive a $100,000 annual retainer plus (a) a fee of $3,250 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board of Trustees; (b) a fee of $2,500 per meeting for attendance in person where such in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $2,000 per meeting for attendance in person or by telephone at an Audit Committee meeting; (d) a fee of $2,000 per meeting for attendance in person at a Compliance, Risk Management and Regulatory Oversight Committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the Dividend Committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings ($1,000 for shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Chairman of the Board of Trustees receives $50,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee receive $7,500 and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent trustees also receive a fee of $2,500 per day for site visits to entities that provide services to the Nuveen Funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen
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Funds on the basis of relative net asset, although fund management may, in its discretion, establish a minimum amount to be allocated to each fund.
The Trust does not have a retirement or pension plan. The Trust has a deferred compensation plan (the Deferred Compensation Plan) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the Trust when the compensation would otherwise have been paid to the trustee. The value of the trustees deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions from a trustees deferral account, the independent trustee may elect to receive distributions in a lump sum or over a period of five years. The Trust will not be liable for any other funds obligations to make distributions under the Deferred Compensation Plan.
The Fund has no employees. The officers of the
Share Ownership
The following table sets forth the dollar range of equity securities beneficially owned by each trustee as of December 31, 2008:
Name of Trustee |
Dollar Range of
Equity Securities in the Fund |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||
John P. Amboian* |
$ | 0 | Over $100,000 | ||
Robert P. Bremner |
$ | 0 | Over $100,000 | ||
Jack B. Evans |
$ | 0 | Over $100,000 | ||
William C. Hunter |
$ | 0 | Over $100,000 | ||
David J. Kundert |
$ | 0 | Over $100,000 | ||
William J. Schneider |
$ | 0 | Over $100,000 | ||
Judith M. Stockdale |
$ | 0 | Over $100,000 | ||
Carole E. Stone |
$ | 0 | $50,001-$100,000 | ||
Terence J. Toth* |
$ | 0 | Over $100,000 |
* | Mr. Amboian and Mr. Toth were appointed to the Board of Trustees of the Nuveen Mutual Funds effective July 1, 2008. |
As of April 16, 2009, the officers and trustees of each Fund, in the aggregate, owned less than 1% of the shares of the Fund.
The following table sets forth the percentage ownership of each person, who, as of April 16, 2009, owned of record, or is known by the Trust to own of record or beneficially, 5% or more of any class of the Funds shares.
Name of Class |
Name and Address of Owner |
Percentage
of Record Ownership |
||
Class A |
Charles Schwab & Co Inc. For the Benefit of Its Customers 4500 Cherry Creek Drive S Denver, CO 80018 |
11.55% | ||
MLPF&S for the benefit of its customers Attn: Fund Admn 4800 Deer Lake Dr FL 3 Jacksonville, FL 32246-6484 |
5.73%
|
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Name of Class |
Name and Address of Owner |
Percentage
of Record Ownership |
||
Class C |
MLPF&S for the benefit of its customers Attn: Fund Admn 4800 Deer Lake Dr FL 3 Jacksonville, FL 32246-6484 |
24.54% | ||
Class I |
Independence Trust 325 Bridge Street PO Box 682188 Franklin, TN 37068-2188 |
22.94% | ||
NFS LLC FEBO Regions Bk DBA Kenneburt Co PO Box 12365 Birmingham, AL 35202-2365 |
12.74%
|
|||
Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151 |
8.23%
|
|||
Nuveen Investments, Inc. Attn: Darlene Cramer 333 W Wacker Dr Chicago, IL 60606-1220 |
6.00%
|
|||
Firstoak & Co Attn: Trust Dept PO Box 557 Oakland, MD 21550-4557 |
5.25%
|
FUND MANAGER AND INVESTMENT MANAGEMENT AGREEMENT
NAM acts as investment adviser for and manages the investment and reinvestment of the assets of the Fund. NAM also administers the Trusts business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services and permits any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected to such positions. NAM is a Delaware corporation and its address is 333 West Wacker Drive, Chicago, Illinois 60606. For additional information regarding the management services performed by NAM, see Who Manages the Fund in the Prospectus.
NAM is an affiliate of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606, which is also the principal underwriter of the Funds shares. Nuveen is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. Nuveen and NAM are subsidiaries of Nuveen Investments, Inc.
On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois (the MDP Acquisition). The investor group led by Madison Dearborn Partners, LLC includes affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch). Merrill Lynch has since been acquired by
S-29
Bank of America Corporation. NAM has adopted policies and procedures that address arrangements involving NAM and Bank of America Corporation (including Merrill Lynch) that may give rise to certain conflicts of interest.
The Fund is dependent upon services and resources provided by its investment adviser, NAM, and therefore the investment advisers parent, Nuveen Investments. Nuveen Investments significantly increased its level of debt in connection with the MDP Acquisition. While Nuveen Investments believes that monies generated from operations and cash on hand will be adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future, there can be no assurance that Nuveen Investments business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable Nuveen Investments to pay its indebtedness (with scheduled maturities beginning in 2010) or to fund its other liquidity needs. Nuveen Investments believes that potential adverse changes to its overall financial position and business operations would not adversely affect NAMs portfolio management operations and would not otherwise adversely affect NAMs ability to fulfill its obligations to the funds under their investment management agreements.
For the management services and facilities furnished by NAM, the Fund has agreed to pay an annual management fee at rates set forth in the Prospectus under Who Manages the Fund. In addition, NAM has agreed to waive all or a portion of its management fee or reimburse certain expenses of the Fund. The Prospectus includes current fee waivers and expense reimbursements for the Fund.
The Funds management fee is divided into two componentsa complex-level fee based on the aggregate amount of all Nuveen Fund assets managed by NAM and its affiliates, and a specific fund-level fee based only on the amount of assets within each fund. The pricing structure enables Nuveen Fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by NAM and its affiliates. Under no circumstances will this pricing structure result in a Fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented.
The Fund has agreed to pay an annual fund-level fee payable monthly, based upon the average daily net assets of the Fund as set forth in the Prospectus.
The annual complex-level fee for the Fund, payable monthly, which is additive to the fund-level fee, is based on the aggregate amount of total assets managed for all Nuveen Funds as stated in the table below.
Complex-Level Asset
|
Effective Rate at
Breakpoint Level |
||
$55 billion |
0.2000 | % | |
$56 billion |
0.1996 | % | |
$57 billion |
0.1989 | % | |
$60 billion |
0.1961 | % | |
$63 billion |
0.1931 | % | |
$66 billion |
0.1900 | % | |
$71 billion |
0.1851 | % | |
$76 billion |
0.1806 | % | |
$80 billion |
0.1773 | % | |
$91 billion |
0.1691 | % | |
$125 billion |
0.1599 | % | |
$200 billion |
0.1505 | % | |
$250 billion |
0.1469 | % | |
$300 billion |
0.1445 | % |
* | The complex-level component of the management fee for the Fund is calculated based upon the aggregate daily net assets of all Nuveen Funds, with such daily net assets to include assets attributable to preferred stock issued by or borrowings by such Funds but to exclude assets attributable to investments in other Nuveen Funds. |
S-30
The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Fund and the fees waived and expenses reimbursed by NAM for the specified periods.
In addition to NAMs management fee, the Fund also pays the Trusts general administrative expenses. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
The Fund, the other Nuveen Funds, NAM, and other related entities have adopted codes of ethics, which essentially prohibits all Nuveen Fund management personnel, including Nuveen Fund portfolio managers, from engaging in personal investments which compete or interfere with, or attempt to take advantage of, a Funds anticipated or actual portfolio transactions, and are designed to assure that the interests of shareholders are placed before the interests of Nuveen personnel in connection with personal investment transactions.
Portfolio Manager
Douglas M. Baker, CFA, has primary responsibility for the day-to-day implementation of investment strategies of the Fund.
Compensation
The compensation of each NAM portfolio manager consists of three basic elementsbase salary, cash bonus and long-term incentive compensation. The compensation strategy is to annually compare overall compensation to the market in order to create a compensation structure that is competitive and consistent with similar financial services companies. As discussed below, several factors are considered in determining each portfolio managers total compensation. In any year these factors may include, among others, the effectiveness of the investment strategies recommended by the portfolio managers investment team, the investment performance of the accounts managed by the portfolio manager, and the overall performance of Nuveen Investments, Inc. (the parent company of NAM) (Nuveen Investments). Although investment performance is a factor in determining each portfolio managers compensation, it is not necessarily a decisive factor. Each portfolio managers performance is evaluated in part by comparing his or her funds performance against a specified investment benchmark. The Funds benchmark is comprised of a 60% weighting in the Merrill Lynch Hybrid Securities Index, a 35% weighting in the Lehman Brothers USD Capital Securities Index and a 5% weighting in the Merrill Lynch REIT Preferred Stock Index.
Base salary. Each portfolio manager is paid a base salary that is set at a level determined by the Adviser in accordance with its overall compensation strategy discussed above. NAM is not under any current contractual obligation to increase a portfolio managers base salary.
Cash bonus . Each portfolio manager is also eligible to receive an annual cash bonus. The level of this bonus is based upon evaluations and determinations made by each portfolio managers supervisors, along with reviews submitted by his peers. These reviews and evaluations often take into account a number of factors, including the effectiveness of the investment strategies recommended to NAMs investment team, the performance of the accounts for which he or she serves as portfolio manager relative to any benchmarks established for those accounts, his or her effectiveness in communicating investment performance to stockholders and their representatives, and his or her contribution to NAMs investment process and to the execution of investment strategies. The cash bonus component is also impacted by the overall performance of Nuveen Investments in achieving its business objectives.
Long-term incentive compensation . In connection with the acquisition of Nuveen Investments in November 2007, certain employees, including portfolio managers, received profit interests in Nuveen
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Investments parent. These profit interests entitle the holders to participate in the appreciation in the value of Nuveen Investments beyond the issue date and vest over five to seven years, or earlier in the case of a liquidity event.
Other Accounts Managed. In addition to the Fund, as of December 31, 2008, the portfolio manager is also primarily responsible for the day-to-day portfolio management of the following accounts:
Portfolio Manager |
Type of Account Managed |
Number of
Accounts |
Assets | |||
Douglas M. Baker |
Registered Investment Companies | 0 | | |||
Other Pooled Investment Vehicles | 1 | $1.5 million | ||||
Other Accounts | 1 | $.2 million |
Conflicts of Interest . The portfolio manager may manage other accounts with investment strategies similar to the Fund, including other investment companies and separately managed accounts. Fees earned by the portfolio manager may vary among these accounts, and the portfolio manager may personally invest in some but not all of these accounts. These factors could create conflicts of interest because the portfolio manager may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if the portfolio manager identified a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, the portfolio manager may execute transactions for another account that may adversely impact the value of securities held by the Fund. However, NAM believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and other factors. In addition, NAM has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
Beneficial Ownership of Securities . As of April 1, 2009, the portfolio manager beneficially owned the following dollar range of equity securities issued by the Fund:
Portfolio Manager |
Dollar Range of Equity
Securities Beneficially Owned in Fund |
|
Douglas M. Baker |
$10,001-$50,000 |
Proxy Voting Policies
The Fund has adopted a proxy voting policy that seeks to ensure that proxies for securities held by the Fund are voted consistently and solely in the best economic interests of the Fund.
A member of the Funds management team is responsible for oversight of the Funds proxy voting process. With regard to equity securities, NAM has engaged the services of RiskMetrics Group, Inc. (RMG) to make recommendations on the voting of proxies relating to securities held by each Fund and managed by NAM. RMG provides voting recommendations based upon established guidelines and practices. NAM reviews RMG recommendations and frequently follows the RMG recommendations. However, on selected issues, NAM may not vote in accordance with the RMG recommendations when it believes that specific RMG recommendations are not in the best economic interest of the Fund. If NAM manages the assets of a company or its pension plan and any of NAMs clients hold any securities of that company, NAM will vote proxies relating to such companys securities in accordance with the RMG recommendations to avoid any conflict of interest. For clients that are registered investment companies where a material conflict of interest has been identified and the matter is not covered by the RMG Guidelines, NAM shall disclose the conflict and the Proxy Voting Committees determination of the manner in which to vote to the Funds Board or its designated committee.
Although NAM has affiliates that provide investment advisory, broker-dealer, insurance or other financial services, they do not receive non-public information about the business arrangements of
S-32
such affiliates (except with regard to major distribution partners of their investment products) or the directors, officers and employees of such affiliates. Therefore, NAM is unable to consider such information in its process of determining whether there are material conflicts of interests.
Information regarding how the Fund voted proxies relating to portfolio securities is available without charge by calling (800) 257-8787 or by accessing the SECs website at http://www.sec.gov.
NAM is responsible for decisions to buy and sell securities for the Fund and for the placement of the Funds securities business, the negotiation of the commissions to be paid on brokered transactions, the prices for principal trades in securities, and the allocation of portfolio brokerage and principal business. It is the policy of NAM to seek the best execution at the best security price available with respect to each transaction, and with respect to brokered transactions, in light of the overall quality of brokerage and research services provided to the respective adviser and its advisees. The best price to the Fund means the best net price without regard to the mix between purchase or sale price and commission, if any. Purchases may be made from underwriters, dealers, and, on occasion, the issuers. Commissions will be paid on the Funds futures and options transactions, if any. The purchase price of portfolio securities purchased from an underwriter or dealer may include underwriting commissions and dealer spreads. The Fund may pay mark-ups on principal transactions. In selecting broker-dealers and in negotiating commissions, NAM considers, among other things, the firms reliability, the quality of its execution services on a continuing basis and its financial condition. Brokerage will not be allocated based on the sale of the Funds shares.
Section 28(e) of the Securities Exchange Act of 1934 permits an investment adviser, under certain circumstances, to cause an account to pay a broker or dealer who supplies brokerage and research services a commission for effecting the transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction. Brokerage and research services include, but are not limited to, (a) furnishing advice as to the value of securities, the advisability of investing, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (b) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (c) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody).
In light of the above, in selecting brokers, the portfolio manager considers investment and market information and other research, such as economic, securities and performance measurement research, provided by such brokers, and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility. Accordingly, the commissions charged by any such broker may be greater than the amount another firm might charge if the portfolio manager determines in good faith that the amount of such commissions is reasonable in relation to the value of the research information and brokerage services provided by such broker to NAM or the Fund. NAM believes that the research information received in this manner provides the Fund with benefits by supplementing the research otherwise available to the Fund. The Investment Management Agreement provides that such higher commissions will not be paid by the Fund unless the adviser determines in good faith that the amount is reasonable in relation to the services provided. The investment advisory fees paid by the Fund to NAM under the Investment Management Agreement are not reduced as a result of receipt by NAM of research services.
NAM places portfolio transactions for other advisory accounts managed by it. Research services furnished by firms through which the Fund effects its securities transactions may be used by NAM in servicing all of its accounts; not all of such services may be used by NAM in connection with the Fund. NAM believes it is not possible to measure separately the benefits from research services to each of the accounts (including the Fund) managed by it. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker paid by each account for brokerage and research services will vary. However, NAM believes such costs to the Fund will not be disproportionate to the benefits received by the Fund on a continuing basis. NAM seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Fund and another advisory account. In some cases, this procedure could have an adverse effect on the price or the amount of securities available
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to the Fund. In making such allocations between the Fund and other advisory accounts, the main factors considered by NAM are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment and the size of investment commitments generally held.
The following table sets forth the aggregate amount of brokerage commissions paid by the Fund for the specified period.
Aggregate Amount of
Brokerage Commissions |
|||||||||
12/19/06-
12/31/06 |
1/01/07-
12/31/07 |
1/01/08-
12/31/08 |
|||||||
Nuveen Preferred Securities Fund |
$ | 0 | $ | 108 | $ | 40,650 |
During the fiscal year ended December 31, 2008, the Fund did not pay commissions to brokers in return for research services.
The Fund has acquired during the fiscal year ended December 31, 2008 the securities of its regular brokers or dealers (or their parents) as defined in rule 10b-1 under the 1940 Act. The following table sets forth those brokers or dealers and states the value of the Funds aggregate holdings of the securities of each issuer as of close of the fiscal year ended December 31, 2008:
Fund |
Broker/Dealer |
Issuer |
Aggregate Fund
Holdings of Broker/Dealer or Parent (as of December 31, 2008) |
||||
Nuveen Preferred
|
Bank of America Securities |
Bank of America Corporation Series E |
$ | 543,967 | |||
Bank of America Corporation |
5,423,019 | ||||||
Citigroup Global Markets |
Citigroup Inc. |
661,540 | |||||
Citigroup Inc., Series F |
924,472 | ||||||
Citigroup Inc., Series M |
2,765,729 | ||||||
Deutsche Bank Securities Inc. |
Deutsche Bank Capital Funding Trust V |
966,160 | |||||
Deutsche Bank Contingent Capital Trust III |
1,365,192 | ||||||
Goldman Sachs & Co. |
Goldman Sachs Group Inc. |
763,827 | |||||
Goldman Sachs Group Inc., Series D |
67,400 | ||||||
JP Morgan Chase/JP Morgan International |
JP Morgan Chase & Company |
4,430,359 | |||||
JP Morgan Chase Capital Trust XXVI |
198,369 | ||||||
Lehman Brothers Inc. | | | |||||
Wachovia Capital Markets LLC/Wachovia Bank NA | Wachovia Capital Trust III | 295,130 | |||||
Wachovia Corporation | 4,088,138 | ||||||
Wachovia Capital Trust X | 466,140 |
Under the 1940 Act, the Fund may not purchase portfolio securities from any underwriting syndicate of which Nuveen is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by the Fund, the amount of securities that may be purchased in any one issue and the assets of the Fund
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that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the
The Funds net asset value per share is determined separately for each class of the Funds shares as of the close of trading (normally 4:00 p.m. New York time) on each day the NYSE is open for business. The NYSE is not open for trading on New Years Day, Washingtons Birthday, Martin Luther Kings Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Funds net asset value may not be calculated on days during which the Fund receives no orders to purchase shares and no shares are tendered for redemption. Net asset value per share of a class of the Fund is calculated by taking the value of the pro rata portion of the Funds total assets attributable to that class, including interest or dividends accrued but not yet collected, less all liabilities attributable to that class (including the classs pro rata portion of the Funds liabilities) and dividing by the total number of shares of that class outstanding. The result, rounded to the nearest cent, is the net asset value per share of that class.
In determining net asset value, expenses are accrued and applied daily and securities and other assets for which market quotations are available, including ETFs in which the Fund invests, are valued at market value. Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded. Securities primarily traded on the NASDAQ National Market are valued, except as indicated below, at the NASDAQ Official Closing Price. However, securities traded on a securities exchange or NASDAQ for which there were no transactions on a given day or securities not listed on a securities exchange or NASDAQ are valued at the mean between the quoted bid and asked prices. Prices of certain ADRs held by the Fund that trade in only limited volume in the United States are valued based on the mean between the most recent bid and ask price of the underlying non-U.S.- traded stock, adjusted as appropriate for underlying-to-ADR conversion ratio and non-U.S. exchange rate, and from time to time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE. Fixed income securities are valued by a pricing service that values portfolio securities at the mean between the quoted bid and asked prices or the yield equivalent when quotations are readily available. Securities for which quotations are not readily available are valued at fair value as determined by the pricing service using methods that include consideration of the following: yields or prices of securities or bonds of comparable quality, type of issue, coupon, maturity and rating; indications as to value from securities dealers; and general market conditions. The pricing service may employ electronic data processing techniques and/or a matrix system to determine valuations. Debt securities having remaining maturities of 60 days or less when purchased are valued by the amortized cost method when the Board of Trustees determines that the fair market value of such securities is their amortized cost. Under this method of valuation, a security is initially valued at its acquisition cost, and thereafter amortization of any discount or premium is assumed each day, regardless of the impact of fluctuating interest rates on the market value of the security.
Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Funds net asset value (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and, a security whose price, as provided by the pricing service, does not reflect the securitys fair value. As a general principle, the current fair value of an issue of securities would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. A variety of factors may be considered in determining the fair value of such securities.
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Regardless of the method employed to value a particular security, all valuations are subject to review by the Funds Board of Trustees or its delegate who may determine the appropriate value of a security whenever the value as calculated is significantly different from the previous days calculated value.
If the Fund holds securities that are primarily listed on non-U.S. exchanges, the net asset value of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
Federal Income Tax Matters
This section summarizes some of the main U.S. federal income tax consequences of owning shares of the Fund. This section is current as of the date of this Statement of Additional Information. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer, or other investor with special circumstances. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Fund. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, Funds counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Fund. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek advice based on your individual circumstances from your own tax professional.
Fund Status . The Fund intends to qualify as a regulated investment company under the federal tax laws. If the Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes.
Qualification as a Regulated Investment Company. As a regulated investment company, the Fund will not be subject to federal income tax on the portion of its investment company taxable income, as that term is defined in the Code, without regard to the deduction for dividends paid and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) that it distributes to shareholders, provided that it distributes at least 90% of its net investment company taxable income for the year (the Distribution Requirement) and satisfies certain other requirements of the Code that are described below. The Fund also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.
In addition to satisfying the Distribution Requirement, the Fund must derive at least 90% of its gross income from (1) dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or disposition of stock, securities or non-U.S, currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in qualified publicly traded partnerships (as such term is defined in the Code). The Fund must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of the Funds taxable year, (1) 50% or more of the value of the Funds assets must be represented by cash, United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds assets and 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Funds assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more qualified publicly traded partnerships (as such term is defined in the Code).
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Distributions . Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates your Funds distributions into two categories, ordinary income distributions and capital gains dividends. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from the Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gains dividends as long-term capital gains regardless of how long you have owned your shares. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, the Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions from the Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from the Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year.
Dividends Received Deduction . A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from the Fund, because the dividends received deduction is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by the Fund from certain corporations may be designated by the Fund as being eligible for the dividends received deduction.
If You Sell or Redeem Shares . If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares.
Taxation of Capital Gains and Losses . If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 15% (generally 5% for certain taxpayers in the 10% and 15% tax brackets). These capital gains rates are generally effective for taxable years beginning before January 1, 2011. For later periods, if you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% (10% for certain taxpayers in the 10% and 15% tax brackets). The 20% rate is reduced to 18% and the 10% rate is reduced to 8% for long-term gains from most property acquired after December 31, 2000, with a holding period of more than five years. Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from the Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. In addition, the Code treats certain capital gains as ordinary income in special situations.
Taxation of Certain Ordinary Income Dividends . Ordinary income dividends received by an individual shareholder from a regulated investment company such as the Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Fund itself. These special rules relating to the taxation of ordinary income dividends from regulated investment companies generally apply to taxable years beginning before January 1, 2011. The Fund will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the new capital gains tax rates.
In-Kind Distributions. Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Fund securities when you redeem shares or when the Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
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Deductibility of Fund Expenses . Expenses incurred and deducted by the Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individuals adjusted gross income.
Non-U.S. Tax Credit. If the Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes the Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes the Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.
Investments in Certain Non-U.S. Corporations. If the Fund holds an equity interest in any passive foreign investment companies (PFICs), which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, the Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. The Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. The Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, the Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, the Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs will not be treated as qualified dividend income.
Non-U.S. Investors. If you are a non-U.S. investor ( i.e. , an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from the Fund will be characterized as dividends for federal income tax purposes (other than dividends which the Fund designates as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from the Fund that are properly designated by the Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Fund makes certain elections and certain other conditions are met. In the case of dividends with respect to taxable years of the Fund beginning prior to 2010, distributions from the Fund that are properly designated by the Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain foreign investors, provided that
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectus, the Fund provides you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.
Each class of shares of the Fund represents an interest in the same portfolio of investments. Each class of shares is identical in all respects except that each class bears its own class expenses, including distribution and administration expenses, and each class has exclusive voting rights with respect to any distribution or service plan applicable to its shares. As a result of the differences in the expenses borne by each class of shares, net income per share, dividends per share and net asset value per share will vary among the Funds classes of shares. There are no conversion, preemptive or other subscription rights.
Shareholders of each class will share expenses proportionately for services that are received equally by all shareholders. A particular class of shares will bear only those expenses that are directly attributable to that class, where the type or amount of services received by a class varies from one class to another. For example, class-specific expenses generally will include distribution and service fees for those classes that pay such fees.
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The minimum initial investment is $3,000 per Fund share class ($1,000 for individual retirement accounts, $500 for educational individual retirement accounts, $50 if you establish a systematic investment plan, and $250 for accounts opened through fee-based programs). The Fund reserves the right to reject purchase orders and to waive or increase the minimum investment requirements.
The expenses to be borne by specific classes of shares may include (i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) directors fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a specific class of shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.
Class A Shares
Class A shares may be purchased at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of 0.25%. See Distribution and Service Plan. Set forth below is an example of the method of computing the offering price of the Class A shares of the Fund. The example assumes a purchase on December 31, 2008 of Class A shares of the Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.
Net Asset Value per share |
$ | 11.76 | |
Per Share Sales Charge4.75% of public offering price (5.02% of net asset value per share) |
0.59 | ||
Per Share Offering Price to the Public |
$ | 12.35 | |
The Fund receives the entire net asset value of all Class A shares that are sold. Nuveen retains the full applicable sales charge from which it pays the uniform reallowances shown in the Prospectus to financial intermediaries.
Reduction or Elimination of Up-Front Sales Charge on Class A Shares
Rights of Accumulation. You may qualify for a reduced sales charge on a purchase of Class A shares of the Fund if the amount of your purchase, when added to the value that day of all of your shares of any Nuveen Mutual Fund, falls within the amounts stated in the Class A Sales Charges and Commissions table in How You Can Buy and Sell Shares in the Prospectus. You or your financial advisor must notify Nuveen or the Funds transfer agent of any cumulative discount whenever you plan to purchase Class A shares of the Fund that you wish to qualify for a reduced sales charge.
Letter of Intent. You may qualify for a reduced sales charge on a purchase of Class A shares of the Fund if you plan to purchase Class A shares of Nuveen Mutual Funds over the next 13 months and the total amount of your purchases would, if purchased at one time, qualify you for one of the reduced sales charges shown in the Class A Sales Charges and Commissions table in How You Can Buy and Sell Shares in the Prospectus. In order to take advantage of this option, you must complete the applicable section of the Application Form or sign and deliver either to a financial intermediary or to the Funds transfer agent a written Letter of Intent in a form acceptable to Nuveen. A Letter of Intent states that you intend, but are not obligated, to purchase over the next 13 months a stated total amount of Class A shares that would qualify you for a reduced sales charge shown above. You may count shares of all Nuveen Mutual Funds that you already own and any Class C shares of a Nuveen Mutual Fund that you purchase over the next 13 months towards completion of your investment program, but you will receive a reduced sales charge only on new Class A shares you purchase with a sales charge over the 13 months. You cannot count towards completion of your investment program Class A shares that you purchase without a sales charge through investment of distributions from a Nuveen Mutual Fund or a Nuveen Defined Portfolio, or otherwise.
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By establishing a Letter of Intent, you agree that your first purchase of Class A shares of the Fund following execution of the Letter of Intent will be at least 5% of the total amount of your intended purchases. You further agree that shares representing 5% of the total amount of your intended purchases will be held in escrow pending completion of these purchases. All dividends and capital gains distributions on Class A shares held in escrow will be credited to your account. If total purchases, less redemptions, prior to the expiration of the 13 month period equal or exceed the amount specified in your Letter of Intent, the Class A shares held in escrow will be transferred to your account. If the total purchases, less redemptions, exceed the amount specified in your Letter of Intent and thereby qualify for a lower sales charge than the sales charge specified in your Letter of Intent, you will receive this lower sales charge retroactively, and the difference between it and the higher sales charge paid will be used to purchase additional Class A shares on your behalf. If the total purchases, less redemptions, are less than the amount specified, you must pay Nuveen an amount equal to the difference between the amounts paid for these purchases and the amounts which would have been paid if the higher sales charge had been applied. If you do not pay the additional amount within 20 days after written request by Nuveen or your financial advisor, Nuveen will redeem an appropriate number of your escrowed Class A shares to meet the required payment. By establishing a Letter of Intent, you irrevocably appoint Nuveen as attorney to give instructions to redeem any or all of your escrowed shares, with full power of substitution in the premises.
You or your financial advisor must notify Nuveen or the Funds transfer agent whenever you make a purchase of Fund shares that you wish to be covered under the Letter of Intent option.
For purposes of determining whether you qualify for a reduced sales charge as described under Rights of Accumulation and Letter of Intent, you may include together with your own purchases those made by your spouse (or equivalent if recognized under local law) and your children under 21 years of age, whether these purchases are made through a taxable or non-taxable account. You may also include purchases made by a corporation, partnership or sole proprietorship which is 100% owned, either alone or in combination, by any of the foregoing. In addition, a trustee or other fiduciary can count all shares purchased for a single trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).
Reinvestment of Nuveen Defined Portfolio Distributions. You may purchase Class A shares without an up-front sales charge by reinvestment of distributions from any of the various Defined Portfolios sponsored by Nuveen. There is no initial or subsequent minimum investment requirement for such reinvestment purchases. Nuveen is no longer sponsoring new Defined Portfolios.
Also, investors will be able to buy Class A shares at net asset value by using the termination/maturity proceeds from Nuveen Defined Portfolios. You must provide Nuveen appropriate documentation that the Defined Portfolio termination/maturity occurred not more than 90 days prior to reinvestment.
Elimination of Sales Charge on Class A Shares. Class A shares of the Fund may be purchased at net asset value without a sales charge by the following categories of investors:
|
investors purchasing $1,000,000 or more (Nuveen may pay financial intermediaries on Class A sales of $1 million and above up to an additional 0.25% of the purchase amounts); |
|
officers, trustees and former trustees of the Nuveen Funds; |
|
bona fide, full-time and retired employees of Nuveen, and subsidiaries thereof, or their immediate family members (immediate family members are defined as their spouses, parents, children, grandparents, grandchildren, parents-in-law, sons- and daughters-in-law, siblings, a siblings spouse, and a spouses siblings); |
|
any person who, for at least the last 90 days, has been an officer, director or bona fide employee of any financial intermediary, or their immediate family members; |
|
bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity; |
|
investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; |
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|
clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; |
|
employer-sponsored retirement plans except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans; and |
|
with respect to purchases by employer-sponsored retirement plans with at least 25 employees and which either (a) make an initial purchase of one or more Nuveen Mutual Funds aggregating $500,000 or more; or (b) execute a Letter of Intent to purchase in the aggregate $500,000 or more of fund shares. Nuveen will pay financial intermediaries a sales commission on these purchases equal to 1% of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of any amount purchased over $5.0 million. Unless the financial intermediary elects to waive the commission, a contingent deferred sales charge of 1% will be assessed on redemptions within 12 months of purchase, unless waived. |
Any Class A shares purchased pursuant to a special sales charge waiver must be acquired for investment purposes and on the condition that they will not be transferred or resold except through redemption by the Fund. You or your financial advisor must notify Nuveen or the Funds transfer agent whenever you make a purchase of Class A shares of the Fund that you wish to be covered under these special sales charge waivers.
Class A shares of the Fund may be issued at net asset value without a sales charge in connection with the acquisition by the Fund of another investment company. All purchases under the special sales charge waivers will be subject to minimum purchase requirements as established by the Fund.
The reduced sales charge programs may be modified or discontinued by the Fund at any time.
For more information about the purchase of Class A shares or the reduced sales charge program, or to obtain the required application forms, call Nuveen Investor Services toll-free at (800) 257-8787.
Class C Shares
You may purchase Class C shares at a public offering price equal to the applicable net asset value per share without any up-front sales charge. Class C shares are subject to an annual distribution fee of 0.75% to compensate Nuveen for paying your financial advisor an ongoing sales commission. Class C shares are also subject to an annual service fee of 0.25% to compensate financial intermediaries for providing you with ongoing financial advice and other account services. Nuveen compensates financial intermediaries for sales of Class C shares at the time of the sale at a rate of 1% of the amount of Class C shares purchased, which represents an advance of the first years distribution fee of 0.75% plus an advance on the first years annual service fee of 0.25%. See Distribution and Service Plan.
Class C share purchase orders equaling or exceeding $1,000,000 will not be accepted. In addition, purchase orders for a single purchaser that, when added to the value that day of all of such purchasers shares of any class of any Nuveen Mutual Fund, cause the purchasers cumulative total of shares in Nuveen Mutual Funds to equal or exceed the aforementioned limit will not be accepted. Purchase orders for a single purchaser equal to or exceeding the foregoing limit should be placed only for Class A shares, unless such purchase has been reviewed and approved as suitable for the client by the appropriate compliance personnel of the financial intermediary, and the Fund receives written confirmation of such approval.
Redemptions of Class C shares within 12 months of purchase may be subject to a CDSC of 1% of the lower of the purchase price or redemption proceeds. Because Class C shares do not convert to Class A shares and continue to pay an annual distribution fee indefinitely, Class C shares should normally not be purchased by an investor who expects to hold shares for significantly longer than eight years.
Reduction or Elimination of Contingent Deferred Sales Charge
Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset value because the purchase amount exceeded $1 million, where the financial intermediary did not waive the sales commission, a CDSC of 1% is imposed on any redemption within 12 months of purchase. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1% is imposed upon redemption of Class C shares that are redeemed within 12 months of purchase (except in cases where the shareholders financial advisor agreed to waive the right to receive an advance of the first years distribution and service fee).
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In determining whether a CDSC is payable, the Fund will first redeem shares not subject to any charge and then will redeem shares held for the longest period, unless the shareholder specifies another order. No CDSC is charged on shares purchased as a result of automatic reinvestment of dividends or capital gains paid. In addition, no CDSC will be charged on exchanges of shares into another Nuveen Mutual Fund. The holding period is calculated on a monthly basis and begins on the date of purchase. The CDSC is assessed on an amount equal to the lower of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases of net asset value above the initial purchase price. Nuveen receives the amount of any CDSC shareholders pay.
The CDSC may be waived or reduced under the following circumstances: (i) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (ii) in the event of the death of the shareholder (including a registered joint owner); (iii) for redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an accounts net asset value depending on the frequency of the plan as designated by the shareholder; (iv) involuntary redemptions caused by operation of law; (v) redemptions in connection with a payment of account or plan fees; (vi) redemptions in connection with the exercise of a reinstatement privilege whereby the proceeds of a redemption of the Funds shares subject to a sales charge are reinvested in shares of certain Funds within a specified number of days; (vii) redemptions in connection with the exercise of the Funds right to redeem all shares in an account that does not maintain a certain minimum balance or that the Board of Trustees has determined may have material adverse consequences to the shareholders of the Fund; (viii) in whole or in part for redemptions of shares by shareholders with accounts in excess of specified breakpoints that correspond to the breakpoints under which the up-front sales charge on Class A shares is reduced pursuant to Rule 22d-1 under the Act; (ix) redemptions of shares purchased under circumstances or by a category of investors for which Class A shares could be purchased at net asset value without a sales charge; (x) redemptions of Class A or Class C shares if the proceeds are transferred to an account managed by another Nuveen adviser and the adviser refunds the advanced service and distribution fees to Nuveen; and (xi) redemptions of Class C shares in cases where (a) you purchase shares after committing to hold the shares for less than one year and (b) your advisor consents up front to receiving the appropriate service and distribution fee on the Class C shares on an ongoing basis instead of having the first years fees advanced by Nuveen. If the Fund waives or reduces the CDSC, such waiver or reduction would be uniformly applied to all Fund shares in the particular category. In waiving or reducing a CDSC, the Fund will comply with the requirements of Rule 22d-1 under the 1940 Act.
In addition, the CDSC will be waived in connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59 1 / 2 , (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employers plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA systematic withdrawal based on the shareholders life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59 1 / 2 ; and (ii) for redemptions to satisfy required minimum distributions after age 70 1 / 2 from an IRA account (with the maximum amount subject to this waiver being based only upon the shareholders Nuveen IRA accounts).
Class I Shares
Class I shares are available for purchases of $1 million or more and for purchases using dividends and capital gains distributions on Class I shares. Class I shares also are available for the following categories of investors:
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officers, trustees and former trustees of the Trust or any Nuveen-sponsored registered investment company and their immediate family members or trustees/directors of any fund sponsored by Nuveen, any parent company of Nuveen and subsidiaries thereof and their |
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immediate family members (immediate family members are defined as their spouses, parents, children, grandparents, grandchildren, parents-in-law, sons- and daughters-in-law, siblings, a siblings spouse and a spouses siblings); |
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bona fide, full-time and retired employees of Nuveen, and subsidiaries thereof, or their immediate family members; |
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any person who, for at least the last 90 days, has been an officer, director or bona fide employee of any financial intermediary, or their immediate family members; |
(Any shares purchased by investors falling within any of the first three categories listed above must be acquired for investment purposes and on the condition that they will not be transferred or resold except through redemption by the Fund.)
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bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity; |
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investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; |
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institutional advisory clients of Nuveen and its affiliates investing $1,000,000 or more; |
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clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; |
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employer-sponsored retirement plans except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans; and |
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other Nuveen Funds whose investment policies allow investments in other investment companies. |
In addition, purchasers of Nuveen Defined Portfolios may reinvest their distributions from such Defined Portfolios in Class I shares, if, before September 6, 1994, such purchasers had elected to reinvest distributions in Nuveen Fund shares (before June 13, 1995 for Nuveen Intermediate Duration Municipal Bond Fund, formerly called Nuveen Municipal Bond Fund, shares). Shareholders may exchange their Class I shares of any Nuveen Fund into Class I shares of any other Nuveen Fund.
If you are eligible to purchase either Class I shares or Class A shares without a sales charge at net asset value, you should be aware of the differences between these two classes of shares. Class A shares are subject to an annual service fee to compensate financial intermediaries for providing you with ongoing account services. Class I shares are not subject to a distribution or service fee and, consequently, holders of Class I shares may not receive the same types or levels of services from financial intermediaries. In choosing between Class A shares and Class I shares, you should weigh the benefits of the services to be provided by financial intermediaries against the annual service fee imposed upon the Class A shares.
Shareholder Programs
Exchange Privilege
You may exchange shares of a class of the Fund for shares of the same class of any other Nuveen Mutual Fund with reciprocal exchange privileges, at net asset value without a sales charge, by either sending a written request to the Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530 or by calling Nuveen Investor Services toll free at (800) 257-8787. You may also, under certain limited circumstances, exchange between certain classes of shares of the same Fund if, after you purchased your shares, you became eligible to purchase a different class of shares. An exchange between classes of shares of the same Fund may not be considered a taxable event; please consult your own tax advisor for further information. An exchange between classes of shares of the same Fund may be done in writing to the address stated above.
If you exchange shares between different Nuveen Mutual Funds and your shares are subject to a CDSC, no CDSC will be charged at the time of the exchange. However, if you subsequently redeem the shares acquired through the exchange, the redemption may be subject to a CDSC, depending on when you purchased your original shares and the CDSC schedule of the fund from which you
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exchanged your shares. If you exchange between classes of shares of the same Fund and your original shares are subject to a CDSC, the CDSC will be assessed at the time of the exchange.
The shares to be purchased through an exchange must be offered in your state of residence. The total value of exchanged shares must at least equal the minimum investment requirement of the Nuveen Mutual Fund being purchased. For federal income tax purposes, an exchange between different Nuveen Mutual Funds constitutes a sale and purchase of shares and may result in capital gain or loss. Before making any exchange, you should obtain the Prospectus for the Nuveen Mutual Fund you are purchasing and read it carefully. If the registration of the account for the Fund you are purchasing is not exactly the same as that of the fund account from which the exchange is made, written instructions from all holders of the account from which the exchange is being made must be received, with signatures guaranteed by a member of an approved Medallion Guarantee Program or in such other manner as may be acceptable to the Fund. You may also exchange shares by telephone if you authorize telephone exchanges by checking the applicable box on the Application Form or by calling Nuveen Investor Services toll-free at (800) 257-8787 to obtain an authorization form. The exchange privilege may be modified or discontinued by the Fund at any time.
The exchange privilege is not intended to permit the Fund to be used as a vehicle for short-term trading. Excessive exchange activity may interfere with portfolio management, raise expenses, and otherwise have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Fund management believes doing so would be in the best interest of the Fund, the Fund reserves the right to revise or terminate the exchange privilege, or limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. See Frequent Trading Policy below.
Reinstatement Privilege
If you redeemed Class A or Class C shares of the Fund or any other Nuveen Mutual Fund that were subject to a sales charge or a CDSC, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of the Fund at net asset value. This reinstatement privilege can be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, your holding period as of the redemption date also will be reinstated for purposes of calculating a CDSC and the CDSC paid at redemption will be refunded. The federal income tax consequences of any capital gain realized on a redemption will not be affected by reinstatement, but a capital loss may be disallowed in whole or in part depending on the timing, the amount of the reinvestment and the fund from which the redemption occurred.
Suspension of Right of Redemption
The Fund may suspend the right of redemption of Fund shares or delay payment more than seven days (a) during any period when the NYSE is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted, or an emergency exists as determined by the SEC so that trading of the Funds investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the SEC by order may permit for protection of Fund shareholders.
Redemption In-Kind
The Fund has reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities), although the Fund has no present intention to redeem in-kind. The Fund voluntarily has committed to pay in cash all requests for redemption by any shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of the 90-day period.
Frequent Trading Policy
The Funds Frequent Trading Policy is as follows:
Nuveen Mutual Funds are intended as long-term investments and not as short-term trading vehicles. At the same time, the Fund recognizes the need of investors to periodically to make purchases and redemptions of Fund shares when rebalancing their portfolios and as their financial
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needs or circumstances change. Nuveen Mutual Funds have adopted the following Frequent Trading Policy that seeks to balance these needs against the potential for higher operating costs, portfolio management disruption and other inefficiencies that can be caused by excessive trading of Fund shares.
1. Definition of Round Trip
A Round Trip trade is the purchase and subsequent redemption of Fund shares, including by exchange. Each side of a Round Trip trade may be comprised of either a single transaction or a series of closely-spaced transactions.
2. Round Trip Trade Limitations
Nuveen Mutual Funds limit the frequency of Round Trip trades that may be placed in the Fund. Subject to certain exceptions noted below, the Fund limits an investor to four Round Trips per trailing 12-month period and may also restrict the trading privileges of an investor who makes a Round Trip within a 30-day period if the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of the investors account.
3. Enforcement
Trades placed in violation of the foregoing policies are subject to rejection or cancellation by Nuveen Mutual Funds. Nuveen Mutual Funds may also bar an investor (and/or the investors financial advisor) who has violated these policies from opening new accounts with the Fund and may restrict the investors existing account(s) to redemptions only. Nuveen Mutual Funds reserve the right, in their sole discretion, to (a) interpret the terms and application of these policies, (b) waive unintentional or minor violations (including transactions below certain dollar thresholds) if Nuveen Mutual Funds determine that doing so does not harm the interests of Fund shareholders, and (c) exclude certain classes of redemptions from the application of the trading restrictions set forth above.
Nuveen Mutual Funds reserve the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if they determine, in their sole discretion, that a proposed transaction or series of transactions involve market timing or excessive trading that is likely to be detrimental to the Fund. The Fund may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.
The ability of Nuveen Mutual Funds to implement the Frequent Trading Policy for omnibus accounts at certain financial intermediaries may be dependent on receiving from those intermediaries sufficient shareholder information to permit monitoring of trade activity and enforcement of the Funds Frequent Trading Policy. In addition, the Fund may rely on a financial intermediarys policy to restrict market timing and excessive trading if the Fund believes that the policy is reasonably designed to prevent market timing that is detrimental to the Fund. Such policy may be more or less restrictive than the Funds Policy. The Fund cannot ensure that these financial intermediaries will in all cases apply the Funds policy or their own policies, as the case may be, to accounts under their control.
Exclusions from the Frequent Trading Policy
As stated above, certain redemptions are eligible for exclusion from the Frequent Trading Policy, including: (i) redemptions or exchanges by shareholders investing through the fee-based platforms of certain financial intermediaries (where the intermediary charges an asset-based or comprehensive wrap fee for its services) that are effected by the financial intermediaries in connection with systematic portfolio rebalancing; (ii) when there is a verified trade error correction, which occurs when a dealer firm sends a trade to correct an earlier trade made in error and then the firm sends an explanation to the Nuveen Mutual Funds confirming that the trade is actually an error correction; (iii) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (iv) in the event of the death of the shareholder (including a registered joint owner); (v) redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an accounts net asset value depending on the frequency of the plan as designated by the shareholder; (vi) redemptions of shares that were purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in
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connection with a payment of account or plan fees; (ix) redemptions or exchanges by any fund of funds advised by NAM; and (x) redemptions in connection with the exercise of the Funds right to redeem all shares in an account that does not maintain a certain minimum balance or that the board has determined may have material adverse consequences to the shareholders of the Fund.
In addition, the following redemptions of shares by an employer-sponsored qualified defined contribution retirement plan are excluded from the Frequent Trading Policy: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59 1 / 2 ; (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination, transfer to another employers plan or IRA or changes in a plans recordkeeper; and (iv) redemptions resulting from the return of an excess contribution. Also, the following redemptions of shares held in an IRA account are excluded from the application of the Frequent Trading Policy: (i) redemptions made pursuant to an IRA systematic withdrawal based on the shareholders life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59 1 / 2 ; and (ii) redemptions to satisfy required minimum distributions after age 70 1 / 2 from an IRA account.
General Matters
The Fund may encourage registered representatives and their firms to help apportion their assets among bonds, stocks and cash, and may seek to participate in programs that recommend a portion of their assets be invested in equity securities, equity and debt securities, or equity and municipal securities.
To help advisors and investors better understand and more efficiently use the Fund to reach their investment goals, the Fund may advertise and create specific investment programs and systems. For example, this may include information on how to use the Fund to accumulate assets for future education needs or periodic payments such as insurance premiums. The Fund may produce software, electronic information sites, or additional sales literature to promote the advantages of using the Fund to meet these and other specific investor needs.
The Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee accepts the order. Customer orders received by such broker (or their designee) will be priced at the Funds net asset value next computed after they are accepted by an authorized broker (or their designee). Orders accepted by an authorized broker (or their designee) before the close of regular trading on the NYSE will receive that days share price; orders accepted after the close of trading will receive the next business days share price.
In addition, you may exchange Class I shares of the Fund for Class A shares of the Fund without a sales charge if the current net asset value of those Class I shares is at least $3,000 or you already own Class A shares of the Fund.
Shares will be registered in the name of the investor or the investors financial advisor. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good form from the financial advisor acting on the investors behalf.
For more information on the procedure for purchasing shares of the Fund and on the special purchase programs available thereunder, see How to Buy Shares and Special Services in the Prospectus.
If you choose to invest in the Fund, an account will be opened and maintained for you by Boston Financial Data Services (BFDS), the Funds shareholder services agent. Shares will be registered in the name of the investor or the investors financial advisor. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good standing form from the financial advisor acting on the investors behalf. The Fund reserves the right to reject any purchase order and to waive or increase minimum investment requirements.
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The Fund does not issue share certificates.
Nuveen serves as the principal underwriter of the shares of the Fund pursuant to a best efforts arrangement as provided by a distribution agreement with the Trust (the Distribution Agreement). Pursuant to the Distribution Agreement, the Trust appointed Nuveen to be its agent for the distribution of the Funds shares on a continuous offering basis. Nuveen sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as Dealers), or others, in a manner consistent with the then effective registration statement of the Trust. Pursuant to the Distribution Agreement, Nuveen, at its own expense, finances certain activities incident to the sale and distribution of the Funds shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers. Nuveen receives for its services the excess, if any, of the sales price of the Funds shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares; Nuveen may act as such a Dealer. Nuveen also receives compensation pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under Distribution and Service Plan. Nuveen receives any CDSCs imposed on redemptions of shares, but any amounts as to which a reinstatement privilege is not exercised are set off against and reduce amounts otherwise payable to Nuveen pursuant to the distribution plan.
The Fund did not pay any underwriting commissions with respect to the sale of Fund shares during the period December 19, 2006 (commencement of operations) through December 31, 2008.
Other Compensation to Certain Dealers
NAM, at its own expense, currently provides additional compensation to Dealers who distribute shares of the Nuveen Mutual Funds. The level of payments made to a particular Dealer in any given year will vary and will comprise an amount equal to (a) up to 0.25% of fund sales by that Dealer; and/or (b) up to 0.12% of assets attributable to that Dealer. A number of factors will be considered in determining the level of payments as enumerated in the Prospectus. NAM makes these payments to help defray marketing and distribution costs incurred by particular Dealers in connection with the sale of Nuveen Mutual Funds, including costs associated with educating a firms financial advisors about the features and benefits of Nuveen Mutual Funds. NAM will, on an annual basis, determine the advisability of continuing these payments. Additionally, NAM may also directly sponsor various meetings that facilitate educating financial advisors and shareholders about the Nuveen Mutual Funds.
In 2009, NAM expects that it will pay additional compensation to the following Dealers:
A.G. Edwards (a division of Wachovia Securities, LLC)
Ameriprise Financial
Banc of America Investment Services, Inc.
Linsco-Private Ledger
Merrill Lynch, Pierce, Fenner & Smith, Inc.
Morgan Stanley & Co. Incorporated
Raymond James Financial
Smith Barney
UBS Financial Services Inc.
Wachovia Securities LLC
DISCLOSURE OF PORTFOLIO HOLDINGS
The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds portfolio holdings. In accordance with this policy, the Fund may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Funds publicly accessible website, www.nuveen.com. Currently, the Fund generally makes available complete portfolio holdings information on the Funds website following the end of each month with an approximately one-month lag. Additionally, the Fund publishes on the website a list of top ten
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holdings as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Fund files with the SEC its Form N-CSR or Form N-Q for the period that includes the date as of which the website information is current.
Additionally, the Fund may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Funds website ( i.e. , non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipients duties to the Fund as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner ( e.g. , personal trading). In this connection, the Fund may disclose on an ongoing basis non-public portfolio holdings information in the normal course of its investment and administrative operations to various service providers, including its investment adviser and/or subadviser(s), independent registered public accounting firm, custodian, financial printer (R.R. Donnelley Financial and Financial Graphic Services), proxy voting service(s) (including RMG, ADP Investor Communication Services, and Glass, Lewis & Co.), and to the legal counsel for the Funds independent trustees (Chapman and Cutler LLP). Also, the Funds investment adviser may transmit to Vestek Systems, Inc. daily non-public portfolio holdings information on a next-day basis to enable the investment adviser to perform portfolio attribution analysis using Vesteks systems and software programs. Vestek is also provided with non-public portfolio holdings information on a monthly basis approximately 2-3 business days after the end of each month so that Vestek may calculate and provide certain statistical information (but not the non-public holdings information itself) to its clients (including retirement plan sponsors or their consultants). The Funds investment adviser and/or sub-advisers may also provide certain portfolio holdings information to broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken in an effort to avoid potential misuse of the disclosed information.
Non-public portfolio holdings information may be provided to other persons if approved by the Funds Chief Administrative Officer or Secretary upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Fund, and the recipient is obligated to maintain the confidentiality of the information and not misuse it.
Compliance officers of the Fund and its investment adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Funds policy. Reports are made to the Funds Board of Trustees on an annual basis.
There is no assurance that the Funds policies on portfolio holdings information will protect the Fund from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
The Fund has adopted a plan (the Plan) pursuant to Rule 12b-1 under the 1940 Act, which provides that Class C shares are subject to an annual distribution fee, and that Class A shares and Class C shares are subject to an annual service fee. Class I shares are not subject to either distribution or service fees.
The distribution fee applicable to Class C shares under the Funds Plan will be payable to compensate Nuveen for services and expenses incurred in connection with the distribution of Class C shares. These expenses include payments to financial intermediaries, including Nuveen, who are brokers of record with respect to the Class C shares, as well as, without limitation, expenses of printing and distributing prospectuses to persons other than shareholders of the Fund, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of Class C shares, certain other expenses associated with the distribution of Class C shares, and any distribution-related expenses that may be authorized from time to time by the Board of Trustees.
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The service fee applicable to Class A shares and Class C shares under the Funds Plan will be payable to financial intermediaries in connection with the provision of ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders.
The Fund may spend up to 0.25 of 1% per year of the average daily net assets of Class A shares as a service fee under the Plan as applicable to Class A shares. The Fund may spend up to 0.75 of 1% per year of the average daily net assets of Class C shares as a distribution fee which constitutes an asset-based sales charge whose purpose is the same as an up-front sales charge and up to 0.25 of 1% per year of the average daily net assets of Class C shares as a service fee under the Plan as applicable to such classes.
During the fiscal year ended December 31, 2008, the Fund incurred 12b-1 fees pursuant to its 12b-1 Plan in the amounts set forth in the table below. For this period, substantially all of the 12b-1 service fees on Class A shares were paid out as compensation to financial intermediaries for providing services to shareholders relating to their investments. To compensate for commissions advanced to financial intermediaries, all 12b-1 service and distribution fees on Class C shares during the first year following a purchase are retained by Nuveen. After the first year following a purchase, 12b-1 service and distribution fees on Class C shares are paid to financial intermediaries.
12b-1 Fees
Incurred by the Fund for the fiscal year ended December 31, 2008 |
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Class A |
$ | 7,635 | |
Class B* |
840 | ||
Class C |
9,294 | ||
Total |
$ | 17,769 | |
* | Effective March 31, 2008, Class B Shares were no longer available. On May 2, 2008, all investments in Class B Shares were transferred to Class I Shares. |
Under the Funds Plan, the Fund will report quarterly to the Board of Trustees for its review all amounts expended per class of shares under the Plan. The Plan may be terminated at any time with respect to any class of shares, without the payment of any penalty, by a vote of a majority of the independent trustees who have no direct or indirect financial interest in the Plan or by vote of a majority of the outstanding voting securities of such class. The Plan may be renewed from year to year if approved by a vote of the Board of Trustees and a vote of the independent trustees who have no direct or indirect financial interest in the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may be continued only if the trustees who vote to approve such continuance conclude, in the exercise of reasonable business judgment and in light of their fiduciary duties under applicable law, that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan may not be amended to increase materially the cost which a class of shares may bear under the Plan without the approval of the shareholders of the affected class, and any other material amendments of the Plan must be approved by the independent trustees by a vote cast in person at a meeting called for the purpose of considering such amendments. During the continuance of the Plan, the selection and nomination of the independent trustees of the Trust will be committed to the discretion of the independent trustees then in office.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CUSTODIAN AND TRANSFER AGENT
Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Trust. In addition to audit services, Ernst & Young LLP provides assistance on accounting, internal control, tax and related matters.
The custodian of the assets of the Fund is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian performs custodial, fund accounting and portfolio accounting services.
The Funds transfer, shareholder services, and dividend paying agent is Boston Financial Data Services, P.O. Box 8530, Boston, Massachusetts 02266-8530.
The audited financial statements for the Funds most recent fiscal year appear in the Funds Annual Report, dated December 31, 2008. The Funds Annual Report is incorporated herein by reference into this Statement of Additional Information and is available without charge by calling 800-257-8787.
The Fund is a series of the Trust. The Trust is an open-end management investment company under the 1940 Act. The Trust was organized as a Massachusetts business trust on September 27, 2006. The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series or Funds, which may be divided into classes of shares. The Fund is the first series authorized and outstanding. The Fund is divided into three classes of shares designated as Class A shares, Class C shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of the Fund. Each class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of the Fund have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trusts Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or the Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
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APPENDIX ARATINGS OF INVESTMENTS
Standard & Poors Ratings Group A brief description of the applicable Standard & Poors (S&P) rating symbols and their meanings (as published by S&P) follows:
Issue Credit Ratings
A S&P issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated.
The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days-including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-term issue credit ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
1. Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
The issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly with the category definition.
AAA | An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong. |
AA | An obligation rated AA differs from the highest rated obligations only in small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. |
A | An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong. |
A-1
Obligations rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB | An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. |
B | An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. |
CCC | An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC | An obligation rated CC is currently highly vulnerable to nonpayment. |
C | A subordinated debt or preferred stock obligation rated C is Currently Highly Vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying. |
D | An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
Plus (+) or Minus (): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
r | This symbol is attached to the ratings of instruments with significant noncredit risks. It highlights risks to principal or volatility of expected returns which are not addressed in the credit rating. |
NR |
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of
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Short-Term Issue Credit Ratings
A-1 | A short-term obligation rated A-1 is rated in the highest category by S&P. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong. |
A-2 | A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory. |
A-3 | A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
A-2
B | A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2 and B-3 may be assigned to indicate fine distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. |
B-1 | A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
B-2 | A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
B-3 | A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
C | A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
D | A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
Moodys Investors Service, Inc. A brief description of the applicable Moodys Investors Service, Inc. (Moodys) rating symbols and their meanings (as published by Moodys) follows:
Long Term Obligation Ratings
Aaa | Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. |
Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Obligations rated A are considered upper-medium grade and are subject to low credit risk. |
Baa | Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. |
Ba | Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
B | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa | Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
Moodys assigns ratings to individual debt securities issued from medium-term note (MTN) programs, in addition to indicating ratings to MTN programs themselves. Notes issued under MTN programs with such indicated ratings are rated at issuance at the rating applicable to all pari passu notes issued under the same program, at the programs relevant indicated rating, provided such notes do not exhibit any of the characteristics listed below. For notes with any of the following characteristics, the rating of the individual note may differ from the indicated rating of the program:
1) Notes containing features which link the cash flow and/or market value to the credit performance of any third party or parties.
2) Notes allowing for negative coupons, or negative principal.
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3) Notes containing any provision which could obligate the investor to make any additional payments.
Market participants must determine whether any particular note is rated, and if so, at what rating level. Moodys encourages market participants to contact Moodys Ratings Desks directly if they have questions regarding ratings for specific notes issued under a medium-term note program.
Note: Moodys applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
U.S. Short-Term Ratings
MIG/VMIG Ratings
In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moodys Investment Grade (MIG) and are divided into three levelsMIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.
The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/-VMIG 1.
MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issues specific structural or credit features.
MIG 1/VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. |
MIG 2/VMIG 2 | This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
MIG 3/VMIG 3 | This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
SG | This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
Prime Rating System
Moodys short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.
Moodys employs the following designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
A-4
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of short-term obligations.
NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Fitch Ratings A brief description of the applicable Fitch Ratings (Fitch) ratings symbols and meanings (as published by Fitch) follows:
Fitch provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. Fitch credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.
Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: investment-grade ratings (international long-term AAA-BBB categories; short-term FlF3) indicate a relatively low probability of default, while those in the speculative or non-investment grade categories (international long-term BBD; short-term BD) either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on AAA rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for BBB rated bonds was 0.35%, and for B rated bonds, 3.0%.
Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.
Fitch credit and research are not recommendations to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of any payments of any security. The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.
Fitch program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations.
International Long-Term Credit Ratings
Investment Grade
AAA | Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | Very high credit quality. AA ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A | High credit quality. A ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
A-5
BBB | Good credit quality. BBB ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category. |
Speculative Grade
BB | Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. |
B | Highly speculative. B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. |
CCC | Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions. |
CC | Default of some kind appears probable. |
C | Default is imminent. |
RD | Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations. |
D | Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following: |
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Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; |
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The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or |
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The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation. |
International Short-Term Credit Ratings
The following ratings scale applies to non-U.S. currency and local currency ratings. A short-term rating has a time horizon of less than 3 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1 | Highest credit quality. Indicates the Best capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
F2 | Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. |
F3 | Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade. |
B | Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions. |
C | High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. |
D | Default. Denotes actual or imminent payment default. |
A-6
Notes to Long-term and Short-term ratings:
+ or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA long-term rating category, or to categories below CCC, or to Short-term ratings other than Fl.
NR indicates that Fitch does not rate the issuer or issue in question.
WD indicates that the rating has been withdrawn and is no longer maintained by Fitch.
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
A-7
MAI-INV5-0509D
PART COTHER INFORMATION
Item 23: Exhibits:
(a)(1). | Declaration of Trust of Registrant.(1) | |
(a)(2). | Establishment and Designation of Series, dated September 27, 2006.(1) | |
(a)(3). | Establishment and Designation of Classes, dated September 27, 2006.(1) | |
(a)(4). | Amended Establishment and Designation of Classes, dated April 23, 2008.(5) | |
(b). | By-Laws of Registrant.(1) | |
(c). | Not applicable. | |
(d)(1). | Management Agreement between Registrant and Nuveen Asset Management, dated November 13, 2007.(5) | |
(d)(2). | Renewal of Investment Management Agreement between Registrant and Nuveen Asset Management, dated July 31, 2008.(6) | |
(e)(1). | Distribution Agreement between Registrant and Nuveen Investments, LLC, dated December 15, 2006.(3) | |
(e)(2). | Form of Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement.(4) | |
(e)(3). | Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC, dated August 1, 2008.(6) | |
(e)(4). | Form Nuveen Funds Rule 22c-2 Agreement, dated October 16, 2006.(6) | |
(f). | Not applicable. | |
(g)(1). | Amended and Restated Master Custodian Agreement between the Nuveen Funds and State Street Bank and Trust Company, dated February 25, 2005.(3) | |
(g)(2). | Appendix A to Custodian Agreement, dated December 17, 2008.(6) | |
(h)(1). | Transfer Agency and Service Agreement between the Nuveen Mutual Funds and State Street Bank and Trust Company, dated October 7, 2002.(3) | |
(h)(2). | Schedule A to Transfer Agency and Service Agreement, dated December 30, 2008.(6) | |
(i). | Opinion and Consent of Chapman and Cutler LLP.(6) | |
(j). | Consent of Independent Registered Public Accounting Firm.(6) | |
(k). | Not applicable. | |
(l). | Subscription Agreement between Registrant and Nuveen Asset Management, dated December 11, 2006.(3) | |
(m). | Plan of Distribution and Service Pursuant to Rule 12b-1, dated February 28, 2008.(6) | |
(n). | Multiple Class Plan, dated May 1, 2008.(6) | |
(p). | Code of Ethics and Reporting Requirements, as amended through May 29, 2008.(6) | |
(z)(1). | Original Powers of Attorney of Messrs. Bremner, Evans, Hunter, Kundert and Schneider and Mss. Stockdale and Stone, dated July 17, 2008.(6) | |
(z)(2). | Original Powers of Attorney of Messrs. Amboian and Toth, dated January 13, 2009.(6) |
(1) | Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant. |
(2) | Incorporated by reference to the pre-effective amendment no. 1 filed on Form N-1A for Registrant. |
(3) | Incorporated by reference to the post-effective amendment no. 1 filed on Form N-1A for Registrant. |
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(4) | Incorporated by reference to the post-effective amendment no. 2 filed on Form N-1A for Registrant. |
(5) | Incorporated by reference to the post-effective amendment no. 3 filed on Form N-1A for Registrant. |
(6) | Filed herewith. |
Item 24: Persons Controlled by or under Common Control with the Fund.
Not applicable.
Item 25: Indemnification.
Section 4 of Article XII of Registrants Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such
C-2
amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a Disinterested Trustee is one (x) who is not an Interested Person of the Trust (including, as such Disinterested Trustee, anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words claim, action, suit or proceeding shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the word liability and expenses shall include without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by Investment Trust Errors and Omission policies in the aggregate amount of $50,000,000 (with a maximum deductible of $1,000,000 for cost of correction and $2,500,000 for all other claims) against liability and expenses of claims of wrongful acts arising out of their position with the Registrant, except for matters which involved willful acts, bad faith, gross negligence and willful disregard of duty (i.e., where the insured did not act in good faith for a purpose he or she reasonably believed to be in the best interest of Registrant or where he or she shall have had reasonable cause to believe this conduct was unlawful).
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Item 26: Business and Other Connections of Investment Adviser.
(a) Nuveen Asset Management (NAM) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of NAM who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under Management in the Statement of Additional Information. Such information for the remaining senior officers of NAM appears below:
Name and Position with NAM |
Other Business, Profession, Vocation or
|
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Stuart J. Cohen, Managing Director, Assistant
Secretary and Assistant General Counsel |
Managing Director, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Managing Director and Assistant Secretary of Nuveen Investments Holdings, Inc., NWQ Holdings, LLC and Nuveen Investments Advisers Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Nuveen Investments Institutional Services Group LLC, Nuveen HydePark Group, LLC, Nuveen Investment Solutions, Inc., Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Santa Barbara Asset Management, LLC and Symphony Asset Management, LLC. | |
Sherri A. Hlavacek, Vice President, Treasurer
and Corporate Controller |
Managing Director, Corporate Controller and Treasurer of Nuveen Investments, Inc. and Nuveen Investments, LLC; Vice President, Corporate Controller and Treasurer of Nuveen Investments Holdings, Inc.; Vice President and Corporate Controller of Nuveen Investments Advisers Inc.; Vice President of Nuveen Investment Solutions, Inc. and Nuveen HydePark Group, LLC; Certified Public Accountant. | |
Mary E. Keefe, Managing Director and
Chief Compliance Officer |
Managing Director (since 2004) and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc. and Nuveen Investments Institutional Services Group LLC; Chief Compliance Officer of Symphony Asset Management, LLC, Santa Barbara Asset Management, LLC, Nuveen Investment Solutions, Inc. and Nuveen HydePark Group, LLC; Vice President and Assistant Secretary of NWQ Holdings, LLC. |
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Name and Position with NAM |
Other Business, Profession, Vocation or
|
|
John L. MacCarthy, Executive Vice President and Secretary | Executive Vice President (since 2008), formerly, Senior Vice President (2006-2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc., Nuveen Investments, LLC and Nuveen Investments Holdings, Inc.; Executive Vice President (since 2008), formerly, Senior Vice President (2006-2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management, LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. | |
Glenn R. Richter, Executive Vice President | Executive Vice President, Chief Administrative Officer of Nuveen Investments, Inc. (since 2006); Executive Vice President of Nuveen Investments, LLC; Executive Vice President of Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC. |
Item 27: Principal Underwriters.
(a) Nuveen Investments, LLC (Nuveen) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Managed Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III and the Registrant.
(b)
Name and Principal
|
Positions and Offices
|
Positions and Offices
|
||
John P. Amboian 333 West Wacker Drive Chicago, IL 60606 |
Chief Executive Officer | Trustee | ||
William Adams IV 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
Alan G. Berkshire 333 West Wacker Drive Chicago, IL 60606 |
Senior Executive Vice President, Institutional | None | ||
Alan A. Brown 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President, Mutual Funds |
Vice President |
C-5
Name and Principal
|
Positions and Offices
|
Positions and Offices
|
||
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 |
Managing Director | Vice President | ||
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 |
Vice President and
Funds Controller |
Vice President and
Controller |
||
Mary E. Keefe 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and
Chief Compliance Officer |
None | ||
John L. MacCarthy 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President, Secretary and
General Counsel |
None | ||
Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 |
Vice President and
Assistant Secretary |
Vice President and
Assistant Secretary |
||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Vice President and Secretary | ||
Glenn R. Richter 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
Paul C. Williams 333 West Wacker Drive Chicago, IL 60606 |
Managing Director | None | ||
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Chief Administrative Officer |
(c) Not applicable.
Item 28: Location of Accounts and Records.
Nuveen Asset Management, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.
State Street Bank and Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, currently maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by NAM.
Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the
Item 29: Management Services.
Not applicable.
Item 30: Undertakings.
Not applicable.
C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago, and State of Illinois, on the 30th day of April, 2009.
NUVEEN INVESTMENT TRUST V |
/ S / K EVIN J. M C C ARTHY |
Kevin J. McCarthy Vice President and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
||||||
/ S / S TEPHEN D. F OY S TEPHEN D. F OY |
Vice President and Controller (principal financial and accounting officer) | April 30, 2009 | ||||||
/ S / G IFFORD R. Z IMMERMAN G IFFORD R. Z IMMERMAN |
Chief Administrative Officer (principal executive officer) | April 30, 2009 | ||||||
R OBERT P. B REMNER * | Chairman of the Board and Trustee |
ý
ï ï ï ï ï ï ï ï ï ï ï þ ï ï ï ï ï ï ï ï ï ï ï ï ý |
By: |
/ S / K EVIN J. M C C ARTHY
K EVIN J. M C C ARTHY Attorney-in-Fact April 30, 2009 |
||||
J OHN P. A MBOIAN * | Trustee | |||||||
J ACK B. E VANS * | Trustee | |||||||
W ILLIAM C. H UNTER * | Trustee | |||||||
D AVID J. K UNDERT * | Trustee | |||||||
W ILLIAM J. S CHNEIDER * | Trustee | |||||||
J UDITH M. S TOCKDALE * | Trustee | |||||||
C AROLE E. S TONE * | Trustee | |||||||
T ERENCE J. T OTH * | Trustee |
* | An original power of attorney authorizing, among others, Kevin J. McCarthy, Larry W. Martin and Gifford R. Zimmerman, among others, to execute this Registration Statement and amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, has been executed and are filed herewith. |
EXHIBIT INDEX
Exhibit
|
Exhibit |
|
(d)(2) | Renewal of Investment Management Agreement, dated July 31, 2008. | |
(e)(3) | Renewal of Distribution Agreement, dated August 1, 2008. | |
(e)(4) | Form Nuveen Funds Rule 22c-2 Agreement, dated October 16, 2006. | |
(g)(2) | Appendix A to Custodian Agreement, dated December 17, 2008. | |
(h)(2) | Schedule A to Transfer Agency and Service Agreement, dated December 30, 2008. | |
(i) | Opinion and Consent of Chapman and Cutler LLP. | |
(j) | Consent of Independent Registered Public Accounting Firm. | |
(m) | Plan of Distribution and Service Pursuant to Rule 12b-1, dated February 28, 2008. | |
(n) | Multiple Class Plan, dated May 1, 2008. | |
(p) | Code of Ethics and Reporting Requirements, as amended through May 29, 2008. | |
(z)(1) | Original Powers of Attorney of Messrs. Bremner, Evans, Hunter, Kundert and Schneider and Mss. Stockdale and Stone, dated July 17, 2008. | |
(z)(2) | Original Powers of Attorney of Messrs. Amboian and Toth, dated January 13, 2009. |
NUVEEN INVESTMENT TRUST V
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
This Agreement made this 31st day of July 2008 by and between Nuveen Investment Trust V, a Massachusetts business trust (the Fund), and Nuveen Asset Management, a Delaware corporation (the Adviser), to be effective August 1, 2008.
WITNESSETH THAT:
WHEREAS , the Board of Trustees of the Trust and the Adviser have agreed to renew that certain Management Agreement between the Fund and the Adviser dated November 13, 2007 (the Agreement), with the clarification that the net assets of Eligible Funds attributable to investments in other Eligible Funds are excluded from the calculation of the Complex-Level Fee; and
WHEREAS , the Agreement terminates August 1, 2008 unless continued in the manner required by the Investment Company Act of 1940; and
WHEREAS , the Board of Trustees, at a meeting called for the purpose, has approved the Agreement as set forth below and the continuation of the Agreement until August 1, 2009 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE , in consideration of the mutual covenants contained herein and in the Agreement, the Trust and the Adviser hereby agree as follows:
1. The Complex-Level Fee calculation for the Fund, as set forth in Section 2(b) of the Agreement shall read as follows:
b. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by such Eligible Funds, such leveraging net assets, but to exclude, in the case of Eligible Funds that invest in other Eligible Funds (Funds of Funds), net assets of Funds of Funds attributable to investments in Eligible Funds) (Complex-Level Assets), pursuant to the following annual fee schedule:
Complex-Level
|
Effective Rate
Level (%) |
|
55,000 | 0.2000 | |
56,000 | 0.1996 | |
57,000 | 0.1989 | |
60,000 | 0.1961 | |
63,000 | 0.1931 | |
66,000 | 0.1900 | |
71,000 | 0.1851 | |
76,000 | 0.1806 | |
80,000 | 0.1773 | |
91,000 | 0.1691 | |
125,000 | 0.1599 | |
200,000 | 0.1505 | |
250,000 | 0.1469 | |
300,000 | 0.1445 |
2. The parties hereto do hereby approve the continuance of the Agreement in effect until August 1, 2009 and do otherwise ratify and confirm the Agreement in all respects.
IN WITNESS WHEREOF , each of the parties has caused this Renewal to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written.
NUVEEN INVESTMENT TRUST V | ||
By: | /s/ Kevin J. McCarthy | |
Vice President |
ATTEST: | ||
/s/ Virginia ONeal |
||
Assistant Secretary |
NUVEEN ASSET MANAGEMENT | ||
By: | /s/ Gifford R. Zimmerman | |
Managing Director |
ATTEST: | ||
/s/ Christopher M. Rohrbacher |
||
Assistant Secretary |
Renewal of Distribution Agreement
Agreement made this 1st day of August, 2008 by and between Nuveen Investment Trust V, a Massachusetts business trust (the Fund), and NUVEEN INVESTMENTS, LLC, a Delaware corporation (the Underwriter);
WHEREAS, the parties hereto are the contracting parties under that certain Distribution Agreement (the Agreement) pursuant to which the Underwriter acts as agent for the distribution of shares of the Fund; and
WHEREAS, the Agreement terminates August 7, 2008 unless continued in the manner required by the Investment Company Act of 1940;
WHEREAS, the Board of Trustees of the Fund, at a meeting called for the purpose of reviewing the Agreement has approved the Agreement and its continuance until August 7, 2009 in the manner required by the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the mutual covenants contained in the Agreement the parties hereto do hereby continue the Agreement in effect until August 7, 2009 and ratify and confirm the Agreement in all respects.
NUVEEN INVESTMENT TRUST V | ||
By: | /s/ Kevin J. McCarthy | |
Vice President |
ATTEST: | ||
/s/ Virginia ONeal |
||
Assistant Secretary |
NUVEEN INVESTMENTS, LLC | ||
By: | /s/ Gifford R. Zimmerman | |
Managing Director |
ATTEST: | ||
/s/ Mark L. Winget |
||
Assistant Secretary |
Nuveen Funds Rule 22c-2 Agreement
AGREEMENT effective as of October 16, 2006 or the compliance date of SEC Rule 22c-2 under the Investment Company Act of 1940, whichever is later, by and between Nuveen Investments, LLC (Fund Agent), on behalf of the Nuveen Funds (each a Fund and collectively the Funds) and the undersigned firm (Intermediary).
As used in this Agreement, the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:
Client-shareholders shall mean those clients of the Intermediary who maintain an interest in an account with the Funds who receive administrative services from the Intermediary.
Intermediary shall mean (i) any broker, dealer, bank, or other entity that holds securities of record issued by the Funds in nominee name; and (ii) in the case of a participant-directed employee benefit plan that owns securities issued by the Funds (1) a retirement plan administrator under ERISA or (2) any entity that maintains the plans participant records.
Funds Agent is either (i) an investment adviser to or administrator for the Funds, or (ii) the principal underwriter or distributor for the Funds, (iii) the transfer agent for the Funds.
WHEREAS , the Intermediary sells securities issued by the Funds to Client-shareholders or provides certain administrative services for Client-shareholders pursuant to the terms of an agreement with Fund Agent or the Funds, or otherwise makes securities issued by the Funds available to Client-shareholders; and
WHEREAS , this Agreement shall inure to the benefit of and shall be binding upon the undersigned and each such entity shall be either a Fund Agent or Intermediary for purposes of this Agreement (the Fund Agent and the Intermediary shall be collectively referred to herein as the Parties and individually as a Party).
NOW, THEREFORE , in consideration of the mutual covenants herein contained, which consideration is full and complete, the Fund Agent and the Intermediary hereby agree as follows:
1. Agreement to Provide Information. Intermediary agrees to provide the Funds, upon written request, the taxpayer identification number (TIN), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request.
1.1. Period Covered by Request . Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Funds may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.
1.2. Form and Timing of Response . Intermediary agrees to transmit the requested information that is on its books and records to the Funds or their designee promptly, but in any event not later than ten (10) business days, after receipt of a request. If the requested information is not on the Intermediarys books and records, Intermediary agrees to: (i) provide or arrange to provide to the Funds promptly, but in any event not later than twenty (20) business days, the requested information from shareholders who hold an account with an indirect intermediary; or (ii) if directed by the Funds, block further purchases of Fund Shares from such indirect intermediary. In such instance, Intermediary agrees to inform the Funds whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Funds should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, and indirect intermediary has the same meaning as in SEC Rule 22c-2 under the Investment Company Act.
1.3. Limitations on Use of Information . The Funds agree not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.
2. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Funds to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Funds as having engaged in transactions of the Funds Shares (directly or indirectly through the Intermediarys account) that violate policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Funds.
2.1. Form of Instructions . Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
2.2. Timing of Response . Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.
2.3. Confirmation by Intermediary . Intermediary must provide written confirmation to the Funds that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.
3. Definitions. For purposes of this paragraph:
3.1. The term Funds includes the Funds principal underwriter and transfer agent. The term does not include any excepted funds as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940. As defined in SEC Rule 22c-2(b), term excepted fund means any: (a) money market fund; (b) fund that issues securities that are listed on a national exchange; and (c) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.
3.2. The term Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Funds under the Investment Company Act of 1940 that are held by the Intermediary.
3.3. The term Shareholder means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. Where applicable, the term Shareholder shall also have the meanings indicated below.
3.3.1. If the Intermediary is a retirement plan record-keeper, the term Shareholder means the plan participant notwithstanding that the plan may be deemed to be the beneficial owner of Shares.
3.3.2. If the Intermediary is an insurance company, the term Shareholder means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.
3.4. The term written includes electronic writings and facsimile transmissions.
IN WITNESS WHEREOF , the undersigned have caused this Agreement to be executed as of the date first indicated above.
NUVEEN INVESTMENTS, LLC | INTERMEDIARY: | |||
By: | By: | |||
Jessica R. Droeger | Printed Name: | |||
Title: Vice President | Title: | |||
Name of Firm: | ||||
Phone: | ||||
E-mail: |
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Nuveen Arizona Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund 2
Nuveen Arizona Dividend Advantage Municipal Fund 3
Nuveen Arizona Premium Income Municipal Fund, Inc.
Nuveen California Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Municipal Market Opportunity Fund, Inc.
Nuveen California Municipal Value Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen California Premium Income Municipal Fund
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Select Tax-Free Income Portfolio
Nuveen Connecticut Dividend Advantage Municipal Fund
Nuveen Connecticut Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Core Equity Alpha Fund
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Equity Premium Advantage Fund
Nuveen Equity Premium and Growth Fund
Nuveen Equity Premium Income Fund
Nuveen Equity Premium Opportunity Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Florida Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Georgia Premium Income Municipal Fund
Nuveen Global Government Enhanced Income Fund
Nuveen Global Value Opportunities Fund
Nuveen Insured California Dividend Advantage Municipal Fund
Nuveen Insured California Premium Income Municipal Fund 2, Inc.
Nuveen Insured California Premium Income Municipal Fund, Inc.
Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Insured Florida Tax-Free Advantage Municipal Fund
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen Insured New York Dividend Advantage Municipal Fund
-1-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
Nuveen Insured New York Premium Income Municipal Fund, Inc.
Nuveen Insured New York Tax-Free Advantage Municipal Fund
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Maryland Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund 2
Nuveen Maryland Dividend Advantage Municipal Fund 3
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Dividend Advantage Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Michigan Dividend Advantage Municipal Fund
Nuveen Michigan Premium Income Municipal Fund, Inc.
Nuveen Michigan Quality Income Municipal Fund, Inc.
Nuveen Missouri Premium Income Municipal Fund
Nuveen Multi-Currency Short-Term Government Income Fund
Nuveen Multi-Strategy Income and Growth Fund (f/k/a Nuveen Preferred and Convertible Income Fund)
Nuveen Multi-Strategy Income and Growth Fund 2 (f/k/a Nuveen Preferred and Convertible Income Fund 2)
Nuveen Municipal Advantage Fund, Inc.
Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal High Income Opportunity Fund 2
Nuveen Municipal Income Fund, Inc.
Nuveen Municipal Market Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc.
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New Jersey Dividend Advantage Municipal Fund 2
Nuveen New Jersey Investment Quality Municipal Fund, Inc.
Nuveen New Jersey Premium Income Municipal Fund, Inc.
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Municipal Value Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen New York Select Tax-Free Income Portfolio
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 3
Nuveen North Carolina Premium Income Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund 3
Nuveen Ohio Quality Income Municipal Fund, Inc.
Nuveen Pennsylvania Dividend Advantage Municipal Fund
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Performance Plus Municipal Fund, Inc.
-2-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
Nuveen Premier Insured Municipal Income Fund, Inc.
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc.
Nuveen Premium Income Municipal Fund 4, Inc.
Nuveen Premium Income Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3
Nuveen Real Estate Income Fund
Nuveen Select Maturities Municipal Fund
Nuveen Select 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 Senior Income Fund
Nuveen Tax-Advantaged Dividend Growth Fund
Nuveen Tax-Advantaged Floating Rate Fund
Nuveen Tax-Advantaged Total Return Strategy Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund 2
Nuveen Virginia Premium Income Municipal Fund
-3-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES
NUVEEN MUNICIPAL TRUST , on behalf of:
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
NUVEEN MULTISTATE TRUST I , on behalf of:
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Florida Preference Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II , on behalf of:
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
NUVEEN MULTISTATE TRUST III , on behalf of:
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
NUVEEN MULTISTATE TRUST IV , on behalf of:
Nuveen Kansas Municipal Bond Fund
Nuveen Kentucky Municipal Bond Fund
Nuveen Michigan Municipal Bond Fund
Nuveen Missouri Municipal Bond Fund
Nuveen Ohio Municipal Bond Fund
Nuveen Wisconsin Municipal Bond Fund
-4-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
NUVEEN INVESTMENT TRUST , on behalf of:
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen Moderate Allocation Fund
Nuveen Conservative Allocation Fund
Nuveen Enhanced Core Equity Fund
Nuveen Enhanced Mid-Cap Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen Growth Allocation Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
Nuveen U.S. Equity Completeness Fund
Nuveen Enhanced Core Equity Plus Fund
NUVEEN INVESTMENT TRUST II , on behalf of:
Nuveen Rittenhouse Growth Fund
Nuveen Rittenhouse Mid-Cap Growth Fund
Nuveen Rittenhouse Strategic Growth Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Plus Fund
Nuveen Tradewinds Japan Fund
Nuveen Santa Barbara Growth Fund
Nuveen Santa Barbara Growth Opportunities Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Growth Plus Fund
Nuveen Santa Barbara EcoLogic Equity Fund
Nuveen Symphony All-Cap Core Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small-Mid Cap Core Fund
Nuveen Symphony Large-Cap Value Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony International Equity Fund
NUVEEN INVESTMENT TRUST III , on behalf of:
Nuveen Multi-Strategy Income Fund (f/k/a Nuveen Core Bond Fund)
Nuveen High Yield Bond Fund
Nuveen Short Duration Bond Fund
NUVEEN INVESTMENT TRUST V , on behalf of:
Nuveen Preferred Securities Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST , on behalf of:
-5-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
Municipal Total Return Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
International Income Managed Accounts Portfolio
-6-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of December 17, 2008
Acknowledged and Accepted: | ||
For the Above Fund Parties | ||
By: | /s/ Stephen Foy | |
Name: Stephen Foy | ||
Title: Vice President |
Acknowledged: | ||
STATE STREET BANK AND
TRUST COMPANY, as Custodian |
||
By: | /s/ Joseph C. Antonellis | |
Name: Joseph C. Antonellis | ||
Title: Vice Chairman |
Schedule A
Nuveen Open-End Funds
Dated as of: December 30, 2008
Enhanced Core Equity Plus Fund*
Santa Barbara Growth Plus Fund*
Santa Barbara EcoLogic Equity Fund*
Tradewinds Emerging Markets Fund*
Tradewinds Global All-Cap Plus Fund*
Tradewinds Japan Fund*
U.S. Equity Completeness Fund*
NWQ Multi-Cap Value Fund*
Tradewinds International Value Fund*
Rittenhouse Growth Fund*
NWQ Small-Cap Value Fund*
Tradewinds Value Opportunities Fund*
Growth Allocation Fund*
Tradewinds Global All-Cap Fund*
Santa Barbara Growth Fund*
Santa Barbara Growth Opportunities Fund*
Symphony Large-Cap Value Fund*
Symphony All-Cap Value Fund*
Symphony Mid-Cap Core Fund*
Symphony Small-Mid Cap Core Fund*
Symphony Optimized Alpha Fund*
NWQ Large-Cap Value Fund*
NWQ Small/Mid-Cap Value Fund*
Symphony Large-Cap Growth Fund*
Symphony International Equity Fund*
Tradewinds Global Resources Fund*
Preferred Securities Fund*
Conservation Allocation Fund*
Moderate Allocation Fund*
Multi-Manager Large-Cap Value Fund*
Santa Barbara Dividend Growth Fund*
All-American Municipal Bond Fund*
High Yield Municipal Bond Fund*
Insured Municipal Bond Fund*
Intermediate Duration Fund*
Limited Term Municipal Bond Fund*
Multi-Strategy Income Fund*
High Yield Bond Fund*
Short Duration Bond Fund*
Enhanced Core Equity Fund*
Enhanced Mid-Cap Fund*
Rittenhouse Mid-Cap Growth Fund*
Rittenhouse Strategic Growth Fund*
Schedule A
Nuveen Open-End Funds
(continued)
Arizona Municipal Bond Fund*
California Municipal Bond Fund*
California Insured Municipal Bond Fund*
California High Yield Municipal Bond Fund*
Colorado Municipal Bond Fund*
Connecticut Municipal Bond Fund*
Florida Preference Municipal Bond Fund*
Georgia Municipal Bond Fund*
Kansas Municipal Bond Fund*
Kentucky Municipal Bond Fund*
Louisiana Municipal Bond Fund*
Maryland Municipal Bond Fund*
Massachusetts Municipal Bond Fund*
Massachusetts Insured Municipal Bond Fund*
Michigan Municipal Bond Fund*
Missouri Municipal Bond Fund*
New Jersey Municipal Bond Fund*
New Mexico Municipal Bond Fund*
New York Municipal Bond Fund*
New York Insured Municipal Bond Fund*
North Carolina Municipal Bond Fund*
Ohio Municipal Bond Fund*
Pennsylvania Municipal Bond Fund*
Tennessee Municipal Bond Fund*
Virginia Municipal Bond Fund*
Wisconsin Municipal Bond Fund*
Municipal Total Return Managed Accounts Portfolio*
Enhanced Multi-Strategy Income Managed Accounts Portfolio*
International Income Managed Accounts Portfolio*
333 Advisors Yield Curve Arbitrage Fund
*Massachusetts Business Trust
FUND |
STATE STREET BANK AND
TRUST COMPANY |
|||||||
By: | /s/ Tina M. Lazar | By: | /s/ Joseph C. Antonellis | |||||
Name: Tina M. Lazar | Name: Joseph C. Antonellis | |||||||
Title: Vice President | Title: Vice Chairman | |||||||
As an Authorized Officer on behalf of each of
the Funds indicated on Schedule A |
[ON CHAPMAN AND CUTLER LLP LETTERHEAD]
April 30, 2009
Nuveen Investment Trust V
333 West Wacker Drive
Chicago, Illinois 60606-1286
Re: | Nuveen Investment Trust V |
Ladies and Gentlemen:
We have served as counsel for the Nuveen Investment Trust V (the Fund ), which offers and sells shares of various classes of its series, the Nuveen Preferred Securities Fund (the Shares ), in the manner and on the terms set forth in Post-Effective Amendment No. 6 and Amendment No. 7 to its Registration Statement on Form N1A filed on April 30, 2009 (the Amendment ) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, respectively.
In connection therewith, we have examined such pertinent records and documents and matters of law, including the opinion of Bingham McCutchen LLP issued to the Fund or Fund counsel upon which we have relied as they relate to the laws of the Commonwealth of Massachusetts, as we have deemed necessary in order to enable us to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
The Shares of the Fund may be legally and validly issued from time to time in accordance with the Funds Declaration of Trust dated September 27, 2006, the Funds By-Laws, the Funds Amended Establishment and Designation of Series and the Funds Amended Establishment and Designation of Classes, and subject to compliance with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and applicable state laws regulating the sale of securities and the receipt by the Fund of a purchase price not less than the net asset value per Share and such Shares, when so issued and sold, will be legally issued, fully paid and non-assessable, except that, as set forth in the Amendment, shareholders of the Fund may under certain circumstances be held personally liable for its obligations.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement (File No. 333-138592) relating to the Shares referred to above, to the use of our name and to the reference to our firm in said Registration Statement.
Respectfully submitted,
CHAPMAN AND CUTLER LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the captions Financial Highlights and Independent Registered Public Accounting Firm, Custodian and Transfer Agent and to the use of our report dated February 26, 2009 for the Nuveen Investments Trust V Nuveen Preferred Securities Fund in the Registration Statement (Form N-1A) and related Prospectus and Statement of Additional Information of Nuveen Investment Trust V filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act of 1933 (Registration No. 333-138592).
/s/ ERNST & YOUNG LLP
Chicago, Illinois
April 24, 2009
N UVEEN I NVESTMENT T RUST
N UVEEN I NVESTMENT T RUST II
N UVEEN I NVESTMENT T RUST III
N UVEEN I NVESTMENT T RUST V
P LAN OF D ISTRIBUTION AND S ERVICE
P URSUANT TO R ULE 12b-1
(As most recently amended February 28, 2008,
which amendments took effect on May 1, 2008)
W HEREAS , Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III and Nuveen Investment Trust V, each a Massachusetts business trust (each, a Trust ), engages in business as an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the Act );
W HEREAS , each Trust is authorized to and may or does issue shares of beneficial interest in separate series, with the shares of each such series representing the interests in a separate portfolio of securities and other assets (each Trusts series together with all other such series subsequently established by a Trust being referred to herein individually as a Fund and collectively as the Funds);
W HEREAS , each Trust has outstanding the Funds set forth on Exhibit A;
W HEREAS , each Trust employs Nuveen Investments (the Distributor ) as distributor of the shares of each Fund (the Shares ) pursuant to separate Distribution Agreements;
W HEREAS , each Fund is authorized to issue Shares in six different classes ( Classes ): Class A, Class B, Class C, Class D, Class R3 and Class I.
W HEREAS , each Trust has adopted, or desires to adopt, a Plan of Distribution and Service pursuant to Rule 12b-1 under the Act ( Rule 12b-1 ), and the Board of Trustees of each Trust has determined that there is a reasonable likelihood that adoption of this Plan of Distribution and Service will benefit each Fund and its shareholders;
W HEREAS , each Trust, on behalf of its Funds has adopted a Multiple Class Plan Pursuant to Rule 18f-3 (the Rule 18f-3 Plan ) to enable the various Classes of Shares to be granted different rights and privileges and to bear different expenses, and has an effective registration statement on file with the SEC containing a Prospectus describing such Classes of Shares;
1 | Enclosure (2) |
W HEREAS , as described in the Rule 18f-3 Plan, the purchase of Class A Shares and Class D Shares is generally subject to an up-front sales charge, and Class D Shares will be subject to an asset-based distribution fee (and a one-year contingent deferred sales charge); and the purchase of Class B Shares, Class C Shares and Class R3 Shares will not be subject to an up-front sales charge, but in lieu thereof the Class B Shares will be subject to an asset-based distribution fee (and a declining contingent deferred sales charge), and the Class C Shares will be subject to an asset-based distribution fee (and a one-year contingent deferred sales charge); and Class R3 Shares will not be subject to an up-front sales charge, but will be subject to an asset-based distribution fee; all as described in the Prospectus for the Shares; and
W HEREAS , Shares representing an investment in Class B will automatically convert to Class A Shares 8 years after the investment, as described in the Prospectus for the Shares;
N OW , T HEREFORE , each Fund hereby adopts, and the Distributor hereby agrees to the terms of, this Plan of Distribution and Service (the Plan ) in accordance with Rule 12b-1, on the following terms and conditions:
1. | (a) | The Fund is authorized to compensate the Distributor for services performed and expenses incurred by the Distributor in connection with the distribution of Shares of Class A, Class B, Class C, Class D and Class R3 of the Fund and the servicing of accounts holding such Shares. |
(b) | The amount of such compensation paid during any one year shall consist |
(i) | with respect to Class A Shares of a Service Fee not to exceed .25 % of average daily net assets of the Class A Shares of the Fund; |
(ii) | with respect to Class B Shares of a Service Fee not to exceed .25% of average daily net assets of the Class B Shares of the Fund, plus a Distribution Fee not to exceed .75% of average daily net assets of the Class B Shares of the Fund; and |
(iii) | with respect to Class C Shares of a Service Fee not to exceed .25% of average daily net assets of the Class C Shares of the Fund, plus a Distribution Fee not to exceed .75% of average daily net assets of the Class C Shares of the Fund. |
(iv) | with respect to Class D Shares of a Service Fee not to exceed .25% of average daily net assets of the Class D Shares of the Fund, plus a Distribution Fee not to exceed .75% of average daily net assets of the Class D Shares of the Fund. |
2 | Enclosure (2) |
(v) | with respect to Class R3 Shares of a Service Fee not to exceed .25% of average daily net assets of the Class R3 Shares of the Fund, plus a Distribution Fee not to exceed .25% of average daily net assets of the Class R3 Shares of the Fund. |
Such compensation shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Trustees may determine.
(c) | With respect to Class A Shares, the Distributor is authorized to pay any Service Fees it receives under the Plan to Recipients (as defined below) to compensate such Recipients for providing services to shareholders relating to their investment. The Distributor may retain any Service Fees not so paid. |
Recipient shall mean any broker, dealer, bank or other institution which (i) has rendered services in connection with the personal service and maintenance of accounts; (ii) shall furnish the Distributor (on behalf of the Fund) with such information as the Distributor shall reasonably request to answer such questions as may arise concerning such service; and (iii) has been selected by the Distributor to receive payments under the Plan.
(d) | With respect to the Class B Shares, the Distributor: |
(i) | shall retain the Distribution Fee to compensate it for costs associated with the distribution of the Class B Shares, including the payment of broker commissions to entities having a Dealer Agreement in effect (Authorized Dealers) (which may include the Distributor) who were the dealer of record with respect to the purchase of those shares; and |
(ii) | shall pay any Service Fees it receives under the Plan for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations for providing services to shareholders relating to their investment; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class B Shares, the Service Fee to the extent that it may have pre-paid the Service Fee for that period to the Authorized Dealer of record. |
3 | Enclosure (2) |
The Distributor may retain any Distribution or Service Fees not so paid.
(e) | With respect to the Class C Shares, the Distributor: |
(i) | shall pay the Distribution Fee it receives under the Plan with respect to Class C Shares for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations in connection with such share sales; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class C Shares, the Distribution Fee to the extent that it may have pre-paid the Distribution Fee for that period to the Authorized Dealer of record; and |
(ii) | shall pay any Service Fees it receives under the Plan for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations for providing services to shareholders relating to their investment; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class C Shares, the Service Fee to the extent that it may have pre-paid the Service Fee for that period to the Authorized Dealer of record. |
The Distributor may retain any Distribution or Service Fees not so paid.
(f) | With respect to the Class D Shares, the Distributor: |
(i) | shall pay the Distribution Fee it receives under the Plan with respect to Class D Shares for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations in connection with such share sales; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class D Shares, the Distribution Fee to the extent that it may have pre-paid the Distribution Fee for that period to the Authorized Dealer of record; and |
(ii) |
shall pay any Service Fees it receives under the Plan for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate |
4 | Enclosure (2) |
such organizations for providing services to shareholders relating to their investment; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class D Shares, the Service Fee to the extent that it may have pre-paid the Service Fee for that period to the Authorized Dealer of record. |
The Distributor may retain any Distribution or Service Fees not so paid.
(g) | With respect to the Class R3 Shares, the Distributor: |
(i) | shall pay the Distribution Fee it receives under the Plan with respect to Class R3 Shares for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations in connection with such share sales; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class R3 Shares, the Distribution Fee to the extent that it may have pre-paid the Distribution Fee for that period to the Authorized Dealer of record; and |
(ii) | shall pay any Service Fees it receives under the Plan for which a particular Authorized Dealer is the dealer of record (which may include the Distributor) to such Authorized Dealers to compensate such organizations for providing services to shareholders relating to their investment; provided, however, that the Distributor shall be entitled to retain, for the first year after purchase of the Class R3 Shares, the Service Fee to the extent that it may have pre-paid the Service Fee for that period to the Authorized Dealer of record. |
The Distributor may retain any Distribution or Service Fees not so paid.
(h) Services for which such Authorized Dealers and Recipients may receive Service Fee payments include any or all of the following: maintaining account records for shareholders who beneficially own Shares; answering inquiries relating to the shareholders accounts, the policies of the Fund and the performance of their investment; providing assistance and handling transmission of funds in connection with purchase, redemption and exchange orders for Shares; providing assistance in connection with changing account setups and enrolling in various optional fund services; producing and disseminating shareholder
5 | Enclosure (2) |
communications or servicing materials; the ordinary or capital expenses, such as equipment, rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party consultancy or similar expenses, relating to any activity for which payment is authorized by the Board; and the financing of any other activity for which payment is authorized by the Board.
(i) Payments of Distribution or Service Fees to any organization as of any quarter-end will not exceed the appropriate amount based on the annual percentages set forth in subparagraphs b(i), (ii) and (iii) above, based on average net assets of accounts for which such organization appeared on the records of the Fund and/or its transfer agent as the organization of record during the preceding quarter.
2. This Plan shall not take effect until the Plan, together with any related agreement(s), has been approved with respect to the affected Fund and Class thereof by votes of a majority of both (a) the Board of Trustees of the Trust, and (b) those Trustees of the Trust who are not interested persons of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to it (the Rule 12b-1 Trustees ) cast in person at a meeting (or meetings) called for the purpose of voting on the Plan and such related Agreement(s).
3. This Plan shall remain in effect until August 1, 2008, and shall continue in effect thereafter so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 2.
4. The Distributor shall provide to the Board of Trustees of the Trust and the Board shall review, at least quarterly, a written report of distribution- and service-related activities, Distribution Fees, Service Fees, and the purposes for which such activities were performed and expenses incurred.
5. This Plan may be terminated as to a given Fund or as to a given Class A, Class B, Class C, Class D or Class R3 of a Fund at any time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority (as defined in the Act) of the outstanding voting Shares of the applicable Fund or Class.
6. This Plan may not be amended to increase materially the amount of compensation payable by the Fund with respect to Class A, Class B, Class C, Class D or Class R3 Shares under paragraph 1 hereof unless such amendment is approved by a vote of at least a majority (as defined in the Act) of the outstanding voting Shares of that Class of Shares of the respective Fund. No material amendment to the Plan shall be made unless approved in the manner provided in paragraph 2 hereof.
6 | Enclosure (2) |
7. While this Plan is in effect, the selection and nomination of the Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the Trustees who are not such interested persons.
8. The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 4 hereof, for a period of not less than six years from the date of the Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
7 | Enclosure (2) |
Exhibit A
to Plan of Distribution and Service Pursuant to Rule 12b-1
Nuveen Investment Trust:
Nuveen Multi-Manager Large-Cap Value Fund, formerly called Nuveen Large-Cap Value Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund ( merged into International Fund 2003 )
Nuveen NWQ Multi-Cap Value Fund (commenced December 2002)
Nuveen NWQ Small-Cap Value Fund (commenced December 2004)
Nuveen Global Value Fund, formerly called Nuveen NWQ Global Value Fund (changed name October 2007) (commenced December 2004)
Nuveen Tradewinds Value Opportunities Fund, formerly called Nuveen NWQ Value Opportunities Fund ( commenced December 2004 )
Nuveen NWQ Large-Cap Value Fund ( commenced December 2006 )
Nuveen NWQ Small/Mid-Cap Value Fund ( commenced December 2006 )
Nuveen Enhanced Core Equity Fund (commenced November 2007)
Nuveen Enhanced Mid-Cap Fund (commenced November 2007)
Nuveen Investment Trust II:
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund ( merged into Rittenhouse Growth Fund 2003 )
Nuveen Tradewinds International Value Fund, formerly called Nuveen NWQ International Value Fund
Nuveen Tradewinds Global All-Cap Fund, formerly called Nuveen NWQ Global All-Cap Fund (commenced March 2006)
Nuveen Santa Barbara Growth Fund (commenced April 2006)
Nuveen Santa Barbara Growth Opportunities Fund (commenced April 2006)
Nuveen Santa Barbara Dividend Growth Fund (commenced April 2006)
Nuveen Symphony All-Cap Core Fund (commenced May 2006)
Nuveen Symphony Mid-Cap Core Fund (commenced May 2006)
Nuveen Symphony Small-Mid Cap Core Fund (commenced May 2006)
Nuveen Symphony Large-Cap Value Fund (commenced May 2006)
Nuveen Symphony Large-Cap Growth Fund (commenced December 2006)
Nuveen Symphony International Equity Fund (commenced May 2008)
Nuveen Tradewinds Global Resources Fund (commenced December 2006)
Nuveen Symphony Optimized Alpha Fund (commenced September 2007)
Nuveen Rittenhouse Strategic Growth Fund (commenced November 2007)
Nuveen Rittenhouse Mid-Cap Growth Fund (commenced November 2007)
8 | Enclosure (2) |
Nuveen Investment Trust III
Nuveen Income Fund (closed and liquidated 2001)
Nuveen Multi-Strategy Income Fund, formerly called Nuveen Core Bond Fund (commenced December 2004)
Nuveen High Yield Bond Fund (commenced December 2004)
Nuveen Short Duration Bond Fund (commenced December 2004)
Nuveen Investment Trust V
Nuveen Preferred Securities Fund (commenced December 2006)
9 | Enclosure (2) |
N UVEEN I NVESTMENT T RUST
N UVEEN I NVESTMENT T RUST II
N UVEEN I NVESTMENT T RUST III
N UVEEN I NVESTMENT T RUST IV
N UVEEN I NVESTMENT T RUST V
M ULTIPLE C LASS P LAN
A DOPTED P URSUANT TO R ULE 18f-3
(Most recently amended February 13, 2008,
which became effective on May 1, 2008)
W HEREAS , Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust IV and Nuveen Investment Trust V, each a Massachusetts business trust (each, a Trust ), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the Act );
W HEREAS , the Trust is authorized to and does issue shares of beneficial interest in separate series, with the shares of each such series representing the interests in a separate portfolio of securities and other assets (the Trusts series together with all other such series subsequently established by a Trust being referred to herein individually as a Fund and collectively as the Funds );
W HEREAS , the Trust is authorized to and has divided the shares of each Fund into six classes, designated as Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class R3 Shares and Class I (formerly Class R) Shares; and
W HEREAS , the Board of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the Act) (the Non-Interested Members ), after having been furnished and having evaluated information reasonably necessary to evaluate this Multiple Class Plan (the Plan ), have determined in the exercise of their reasonable business judgment that the Plan is in the best interests of each class of each Fund individually, and each Fund and the Trust as a whole.
N OW , T HEREFORE , the Trust hereby adopts this Plan, effective the date listed on Exhibit A attached hereto, in accordance with Rule 18f-3 under the Act:
Section 1. Class Differences. Each class of shares of a Fund shall represent interests in the same portfolio of investments of that Fund and, except as otherwise set forth in this Plan, shall differ solely with respect to: (i) distribution, service and other charges and expenses as provided for in Sections 2 and 3 of this Plan; (ii) the exclusive right of each class of
1 | Enclosure (2) |
shares to vote on matters submitted to shareholders that relate solely to that class or for which the interests of one class differ from the interests of another class or classes; (iii) such differences relating to eligible investors as may be set forth in the prospectus and statement of additional information of each Fund, as the same may be amended or supplemented from time to time (each a Prospectus and SAI and collectively, the Prospectus and SAI ); (iv) the designation of each class of shares; and (v) conversion features.
Section 2. Distribution and Service Arrangements; Conversion Features. Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class I Shares and Class R3 Shares of each Fund shall differ in the manner in which such shares are distributed and in the services provided to shareholders of each such class as follows:
(a) Class A Shares:
(i) Class A Shares shall be sold at net asset value subject to a front-end sales charge set forth in the Prospectus and SAI;
(ii) Class A Shares shall be subject to an annual service fee ( Service Fee ) pursuant to a Plan of Distribution and Service Pursuant to Rule 12b-1 (the 12b-1 Plan ) not to exceed 0.25 of 1% of the average daily net assets of the Fund allocable to Class A Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain authorized dealers for providing ongoing account services to shareholders; and
(iii) Class A Shares shall not be subject to a Distribution Fee (as hereinafter defined); and
(iv) As described in the Prospectus and SAI, certain Class A shares redeemed within 12 months of purchase shall be subject to a contingent deferred sales charge ( CDSC ) of 1% of the lower of (a) the net asset value of Class A Shares at the time of purchase or (b) the net asset value of Class A Shares at the time of redemption, as set forth in the Prospectus and SAI.
(b) Class B Shares:
(i) Class B Shares shall be sold at net asset value without a front-end sales charge;
(ii) Class B Shares shall be subject to a Service Fee pursuant to the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the Fund
2 | Enclosure (2) |
allocable to Class B Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain authorized dealers for providing ongoing account services to shareholders;
(iii) Class B Shares shall be subject to an annual distribution fee ( Distribution Fee ) pursuant to the 12b-1 Plan not to exceed 0.75 of 1% of average daily net assets of the Fund allocable to Class B Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, will be used to reimburse Nuveen Investments, the Trusts distributor, for certain expenses and for providing compensation to certain authorized dealers;
(iv) Class B Shares redeemed within 6 years of purchase shall be subject to a CDSC described below of the lower of (a) the net asset value of Class B Shares at the time of purchase or (b) the net asset value of Class B Shares at the time of redemption, as set forth in the Prospectus and SAI; and
Y EARS S INCE P URCHASE OF C LASS B S HARES |
CDSC |
|
0-1 |
5% | |
1-2 |
4% | |
2-3 |
4% | |
3-4 |
3% | |
4-5 |
2% | |
5-6 |
1% | |
6+ |
0% |
(v) Class B Shares will automatically convert to Class A Shares eight years after purchase, as set forth in the Prospectus and SAI.
(c) Class C Shares:
(i) Class C Shares shall be sold at net asset value without a front-end sales charge;
(ii) Class C Shares shall be subject to a Service Fee pursuant to the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the Fund allocable to Class C Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain authorized dealers for providing ongoing account services to shareholders;
3
(iii) Class C Shares shall be subject to a Distribution Fee pursuant to the 12b-1 Plan not to exceed 0.75 of 1% of average daily net assets of the Fund allocable to Class C Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, will be used to reimburse Nuveen Investments, the Trusts distributor, for certain expenses and for providing compensation to certain authorized dealers; and
(iv) Class C Shares redeemed within 12 months of purchase shall be subject to a CDSC of 1% of the lower of (a) the net asset value of Class C Shares at the time of purchase or (b) the net asset value of Class C Shares at the time of redemption, as set forth in the Prospectus and SAI.
(d) Class D Shares:
(i) Class D Shares shall be sold at net asset value subject to a front-end sales charge set forth in the Prospectus and SAI;
(ii) Class D Shares shall be subject to a Service Fee pursuant to the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the Series allocable to Class D Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain authorized dealers for providing ongoing account services to shareholders;
(iii) Class D Shares shall be subject to a Distribution Fee pursuant to the 12b-1 Plan not to exceed 0.75 of 1% of average daily net assets of the Series allocable to Class D Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, will be used to reimburse Nuveen Investments, the Funds distributor, for certain expenses and for providing compensation to certain authorized dealers; and
(iv) Class D Shares redeemed within 12 months of purchase shall be subject to a CDSC of 1% of the lower of (a) the net asset value of Class D Shares at the time of purchase or (b) the net asset value of Class D Shares at the time of redemption, as set forth in the Prospectus and SAI.
(e) Class R3 Shares:
(i) Class R3 Shares shall be sold at net asset value without a front-end sales charge;
4
(ii) Class R3 Shares shall be subject to a Service Fee pursuant to the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the Fund allocable to Class R3 Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, may be used to compensate certain authorized dealers for providing ongoing account services to shareholders; and
(iii) Class R3 Shares shall be subject to a Distribution Fee pursuant to the 12b-1 Plan not to exceed 0.25 of 1% of average daily net assets of the Fund allocable to Class R Shares, which, as set forth in the Prospectus, SAI and the 12b-1 Plan, will be used to reimburse Nuveen Investments, the Trusts distributor, for certain expenses and for providing compensation to certain authorized dealers.
(f) Class I Shares:
(i) Class I Shares shall be sold at net asset value without a front-end sales charge;
(ii) Class I Shares shall not be subject to a Service Fee; and
(iii) Class I Shares shall not be subject to a Distribution Fee.
Section 3. Allocation of Income, Expenses, Gains and Losses.
(a) Investment Income, and Realized and Unrealized Gains and Losses. The daily investment income, and realized and unrealized gains and losses, of a Fund will be allocated to each class of shares based on each class relative percentage of the total value of shares outstanding of the Funds at the beginning of the day, after such net assets are adjusted for the prior days capital share transactions.
(b) Fund Level Expenses. Expenses that are attributable to a Fund, but not a particular class thereof ( Fund level expenses ), will be allocated to each class of shares based on each class relative percentage of the total value of shares outstanding of the Fund at the beginning of the day, after such net assets are adjusted for the prior days capital share transactions. Fund level expenses include fees for services that are received equally by the classes under the same fee arrangement. All expenses attributable to a Fund that are not class level expenses (as defined below) shall be Fund level expenses, including but not limited to transfer agency fees and expenses, share registration expenses, and shareholder reporting expenses.
5
(c) Class Level Expenses. Expenses that are directly attributable to a particular class of shares, including the expenses relating to the distribution of a class shares, or to services provided to the shareholders of a class, as set forth in Section 2 of this Plan, will be incurred by that class of shares. Class level expenses include expenses for services that are unique to a class of shares in either form or amount. Class level expenses shall include, but not be limited to, 12b-1 Service Fees, 12b-1 Distribution Fees, expenses associated with the addition of share classes to a Trust (to the extent that the expenses were not fully accrued prior to the issuance of the new classes of shares), expenses of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses relating to a specific class of shares, directors fees or expenses incurred as a result of issues relating to a specific class of shares, and accounting expenses relating to a specific class of shares.
(d) Fee Waivers and Expense Reimbursements. On a daily basis, if the Fund level expenses and the class level expenses (not including 12b-1 plan payments) exceed the daily expense cap for the Fund, an appropriate waiver/reimbursement will be made to the Fund. The amount of such reimbursement to each class will be in an amount such that the expenses of the class with the highest expense ratio (excluding Service Fees and Distribution Fees) will be equal to the daily expense cap after reimbursement. The expense reimbursement will be allocated to each class of shares based on each class relative percentage of the total value of shares outstanding of the Fund at the beginning of the day, after such net assets are adjusted for the prior days capital share transactions.
Section 4. Exchange Privilege. Shares of a class of a Fund may be exchanged only for shares of the same class of another Fund, except as otherwise set forth in the Prospectus and SAI.
Section 5. Term and Termination.
(a) The Funds. This Plan shall become effective with respect to each Fund on the date hereof, and shall continue in effect with respect to such Class A, Class B, Class C, Class D, Class R3 and Class I Shares of each such Fund until terminated in accordance with the provisions of Section 5(c) hereof.
(b) Additional Funds or Classes. This Plan shall become effective with respect to any class of shares of a Fund other than Class A, Class B, Class C, Class D, Class R3 or Class I and with respect to each additional Fund or class thereof established by a Trust after the date hereof and made subject to this Plan upon commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional Fund or class by votes of a majority of both (i) the members of the Board of a Trust, as a whole, and (ii) the Non-Interested Members, cast at a meeting held before the initial public offering of such additional Fund or classes thereof), and shall continue in effect with respect to each such
6
additional Fund or class until terminated in accordance with provisions of Section 5(c) hereof. An addendum setting forth such specific and different terms of such additional series or classes shall be attached to or made part of this Plan.
(c) Termination. This Plan may be terminated at any time with respect to any Trust or any Fund or class thereof, as the case may be, by vote of a majority of both the members of the Board of a Trust, as a whole, and the Non-Interested Members. The Plan may remain in effect with respect to a particular Trust or any Fund or class thereof even if it has been terminated in accordance with this Section 5(c) with respect to any other Trust or Fund or class thereof.
Section 6. Subsequent Trusts. The parties hereto intend that any open-end investment company established subsequent to the date set forth below for which Nuveen Asset Management acts as investment adviser (each a Future Trust ), will be covered by the terms and conditions of this Plan, provided that the Board of such Future Trust as a whole, and the Non-Interested Members of such Future Trust , after having been furnished and having evaluated information reasonably necessary to evaluate the Plan, have determined in the exercise of their reasonable business judgment that the Plan is in the best interests of each class of each Fund of such Future Trust individually, and each Fund of such Future Trust and such Future Trust as a whole.
Section 7. Amendments.
(a) General. Except as set forth below, any material amendment to this Plan affecting a Trust or Fund or class thereof shall require the affirmative vote of a majority of both the members of the Board of that Trust, as a whole, and the Non-Interested Members that the amendment is in the best interests of each class of each Trust individually and each Fund as a whole.
(b) Future Trusts. Any amendment to the Plan solely for the purpose of adding a Future Trust as a party hereto in accordance with Section 6, will not require any action by the Board of the Trust.
7
Exhibit A
Effective Date of 18f-3 Plan
Nuveen Investment Trust:
Nuveen Multi-Manager Large-Cap Value Fund, formerly known as Nuveen Large-Cap Value Fund |
July 17, 1996 | |
Nuveen Balanced Stock and Bond Fund |
July 17, 1996 | |
Nuveen Balanced Municipal and Stock Fund |
July 17, 1996 | |
Nuveen European Value Fund (reorganized into International fund, 6/13/03) |
May 16, 1998 | |
Nuveen NWQ Multi-Cap Value Fund |
December 9, 2002 | |
Nuveen NWQ Small-Cap Value Fund |
December 1, 2004 | |
Nuveen Global Value Fund, formerly, Nuveen NWQ Global Value Fund |
December 1, 2004 |
|
Nuveen Tradewinds Value Opportunities Fund, formerly, Nuveen NWQ Value Opportunities Fund |
December 1, 2004 | |
Nuveen NWQ Large-Cap Value Fund |
December 15, 2006 | |
Nuveen NWQ Small/Mid-Cap Value Fund |
December 15, 2006 | |
Nuveen Enhanced Core Equity Fund |
November 30, 2007 | |
Nuveen Enhanced Mid-Cap Fund |
November 30, 2007 |
Nuveen Investment Trust II:
Nuveen Rittenhouse Growth Fund |
July 24, 1997 | |
Nuveen Innovation Fund (reorganized into Rittenhouse fund, 7/28/03) |
November 15, 1999 | |
Nuveen Tradewinds International Value Fund, formerly, Nuveen NWQ International Value Fund, formerly, Nuveen International Growth Fund |
November 15, 1999 | |
Nuveen Select Stock Fund |
May 20, 2000 | |
Nuveen Tradewinds Global All-Cap Fund, formerly, Nuveen NWQ Global All-Cap Fund |
March 28, 2006 | |
Nuveen Santa Barbara Growth Fund |
March 28, 2006 | |
Nuveen Santa Barbara Growth Opportunities Fund |
March 28, 2006 | |
Nuveen Santa Barbara Dividend Growth Fund |
March 28, 2006 | |
Nuveen Symphony All-Cap Core Fund |
May 31, 2006 | |
Nuveen Symphony Mid-Cap Core Fund |
May 31, 2006 |
8
Nuveen Symphony Small-Mid Cap Core Fund |
May 31, 2006 | |
Nuveen Symphony Large-Cap Value Fund |
May 31, 2006 | |
Nuveen Symphony International Equity Fund |
May 30, 2008 | |
Nuveen Tradewinds Global Resources Fund |
December 15, 2006 | |
Nuveen Symphony Large-Cap Growth Fund |
December 15, 2006 | |
Nuveen Rittenhouse Strategic Growth Fund |
November 30, 2007 | |
Nuveen Rittenhouse Mid-Cap Growth Fund |
November 30, 2007 |
Nuveen Investment Trust III:
Nuveen Income Fund (liquidated 9/27/02) |
August 26, 1998 | |
Nuveen Multi-Strategy Income Fund, formerly known as Nuveen Core Bond Fund |
December 1, 2004 | |
Nuveen Short Duration Bond Fund |
December 1, 2004 | |
Nuveen High Yield Bond Fund |
December 1, 2004 |
Nuveen Investment Trust IV:
Nuveen Dividend and Growth Fund (not activated) |
August 26, 1998 |
Nuveen Investment Trust V:
Nuveen Preferred Securities Fund |
December 19, 2006 |
9
NUVEEN INVESTMENTS
(Including Certain Subsidiaries of
Nuveen Investments, Inc.)
NUVEEN DEFINED PORTFOLIOS
NUVEEN CLOSED-END FUNDS
NUVEEN OPEN-END FUNDS
CODE OF ETHICS
AND
REPORTING REQUIREMENTS
February 1, 2005
As Amended through May 29, 2008
TABLE OF CONTENTS
Page No. | ||||||||
I. |
Introduction |
1 | ||||||
II. |
General Principles |
2 | ||||||
III. |
Standards of Business Conduct |
2 | ||||||
A. |
Fiduciary Standards |
2 | ||||||
B. |
Compliance with Laws and Company Policies |
2 | ||||||
C. |
Conflicts of Interest |
3 | ||||||
D. |
Gifts and Entertainment |
3 | ||||||
E. |
Outside Directorships and Business Activities |
4 | ||||||
F. |
Protection of Confidential Information |
4 | ||||||
G. |
Payments to Government Officials and Political Contributions |
5 | ||||||
IV. |
Insider Trading |
5 | ||||||
A. |
Insider Trading |
5 | ||||||
B. |
Insider Status |
5 | ||||||
C. |
Material Nonpublic Information |
6 | ||||||
D. |
Identifying Inside Information |
6 | ||||||
E. |
Reporting Suspected Inside Information |
6 | ||||||
V. |
Personal Securities Transactions |
7 | ||||||
A. |
Trading Restrictions for All Employees/Access Person |
7 | ||||||
1. |
Initial Public Offerings |
7 | ||||||
2. |
Limited Offerings |
7 | ||||||
3. |
Other Securities |
7 | ||||||
4. |
Securities Being Purchased or Sold In Client Accounts |
8 | ||||||
B. |
Additional Trading Restrictions for Investment Persons |
8 | ||||||
1. |
Securities Eligible for Purchase or Sale By Client |
8 | ||||||
2. |
Securities Traded Within Seven Days Before A Client Transaction |
8 | ||||||
C. |
Other Trading Restrictions |
8 | ||||||
1. |
Transactions in Certain Closed-End Funds and Certain Pooled Vehicles |
9 | ||||||
2. |
Non-Interested Directors of the Nuveen Funds |
9 |
Page No. | ||||||||
3. |
Frequent Trading in Shares of Certain Open-End Funds |
9 | ||||||
4. |
Excessive or Abusive Trading |
9 | ||||||
D. |
PTA System and Employee/Access Person Trade Monitoring |
10 | ||||||
1. |
PTA |
10 | ||||||
2. |
Employee/Access Person Accounts |
10 | ||||||
3. |
Accounts That May be Maintained at Non-PTA Compatible Broker-Dealers |
11 | ||||||
E. |
Reporting Requirements |
11 | ||||||
1. |
General Reporting Requirements |
11 | ||||||
2. |
Initial Holdings Report |
12 | ||||||
3. |
Annual Holdings Report |
12 | ||||||
4. |
Quarterly Transaction Reports |
12 | ||||||
5. |
Transaction Reports of Non-Interested Nuveen Fund Directors |
12 | ||||||
6. |
Reporting Holdings and Transactions in Certain Open-End Funds |
13 | ||||||
7. |
Brokerage Statements |
13 | ||||||
8. |
Form of Holdings and Transaction Reports |
13 | ||||||
F. |
Exceptions to Reporting Requirements |
13 | ||||||
G. |
Procedures |
14 | ||||||
1. |
Notification of Status as Investment Person |
14 | ||||||
2. |
Maintenance of Access Person Master List |
14 | ||||||
3. |
Procedure for Requesting Prior Written Approval |
14 | ||||||
4. |
Monitoring of Personal Securities Transactions |
15 | ||||||
5. |
Pre-Clearance Through PTA |
15 | ||||||
6. |
Section 16 Officers |
15 | ||||||
VI. |
Administration and Enforcement |
15 | ||||||
A. |
Approval of Code |
15 | ||||||
B. |
Reporting to the Nuveen Fund Board |
15 | ||||||
C. |
Duty to Report Violations |
16 | ||||||
D. |
Sanctions for Violation of the Code |
16 | ||||||
E. |
Form ADV Disclosure |
17 | ||||||
F. |
Interpretation of the Code and the Granting of Waivers |
17 |
Page No. | ||||||||
VII. |
Recordkeeping |
17 | ||||||
VIII. |
Definitions |
18 | ||||||
Schedule I: |
Nuveen Subsidiaries Adopting this Code |
22 | ||||||
Schedule II: |
Designated Compliance or Legal Officers |
23 | ||||||
Schedule III: |
Open-End Funds Advised or Subadvised by a Nuveen Subsidiary |
24 | ||||||
Schedule IV |
PTA Compatible Broker-Dealers |
26 |
I. INTRODUCTION
This Code of Ethics (Code) is adopted by the subsidiaries of Nuveen Investments, Inc. (Nuveen) identified on Schedule I hereto, as may be amended from time to time (each a Nuveen Subsidiary and, together with Nuveens other subsidiaries, Nuveen Investments) in recognition of their fiduciary obligations to clients and in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. Among other things, these rules require a registered investment adviser to establish, maintain and enforce a written code of ethics that includes:
|
Standards of business conduct designed to reflect the advisers fiduciary obligations as well as those of its employees (including persons who provide investment advice on behalf of the adviser and who are subject to the advisers supervision and control) |
|
Provisions requiring employees/access persons to comply with applicable federal securities laws; |
|
Provisions designed to detect and prevent improper personal trading; |
|
Provisions requiring access persons to make periodic reports of their personal securities transactions and holdings and requiring the adviser to review such reports; |
|
Provisions requiring employees/access persons to report any violations under the code of ethics promptly to the chief compliance officer or other designated persons; and |
|
Provisions requiring the adviser to provide to each of its employees/access persons a copy of the code of ethics and any amendments and requiring employees/access persons to provide a written acknowledgment of receipt. |
Additionally, this Code is adopted by the Nuveen Defined Portfolios and, with respect to the provisions addressing non-interested directors (as defined in Section VIII below), by the Nuveen Open-End Funds and Closed End-Funds, pursuant to Rule 17j-1.
This Code designates all Nuveen Investments employees access persons (as defined in Section VIII below).
Each Nuveen Subsidiary, through its compliance officers, legal officers and/or other personnel designated on Schedule II hereto (Designated Compliance or Legal Officers) shall be responsible for the day-to-day administration of this Code with respect to those employees/access persons under the direct supervision and control of such Nuveen Subsidiary.
1
II. GENERAL PRINCIPLES
This Code is designed to promote the following general principles:
|
Nuveen Investments and its employees/access persons have a duty at all times to place the interests of clients first; |
|
Employees/access persons must conduct their personal securities transactions in a manner that avoids any actual or potential conflict of interest or any abuse of their positions of trust and responsibility; |
|
Employees/access persons may not use knowledge about pending or currently considered securities transactions for clients to profit personally; |
|
Information concerning the identity of security holdings and financial circumstances of clients is confidential; and |
|
Independence in the investment decision-making process is paramount. |
III. STANDARDS OF BUSINESS CONDUCT
A. Fiduciary Standards
Nuveen Investments strives at all times to conduct its investment advisory business in strict accordance with its fiduciary obligations. It is Nuveen Investments policy to protect the interest of each of its clients and to place the clients interest first and foremost. Nuveen Investments fiduciary responsibilities include the duty of care, loyalty, honesty, and good faith. It is therefore imperative that employees/access persons provide full and fair disclosure of all relevant facts concerning any potential or actual conflict of interest, make investment decisions and recommendations that are suitable for clients, and seek best execution for client transactions in accordance with each Nuveen Subsidiarys best execution policies and procedures.
B. Compliance with Laws and Company Policies
Nuveen Investments operates in a highly regulated business environment, and has adopted many policies and procedures applicable to the conduct of its employees/access persons, including the Nuveen Investments, Inc. Code of Business Conduct and Ethics. Employees/access persons must respect and comply with all laws, rules and regulations which are applicable to Nuveen Investments in the conduct of its business. Without limiting the foregoing, it is especially important that employees/access persons comply with applicable federal securities laws, which prohibit, among other things, the following:
|
Employing any device, scheme or artifice to defraud a client; |
2
|
Making any untrue statement of a material fact to a client or omitting to state a material fact necessary in order to make statements made to a client, in light of the circumstances under which they are made, not misleading; |
|
Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client; |
|
Engaging in any manipulative practice with respect to a client; and |
|
Engaging in any manipulative practice with respect to securities, including price manipulation. |
C. Conflicts of Interest
Compliance with Nuveen Investments fiduciary obligations can be achieved by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to a client.
Conflicts of interest may arise, for example, when an employee or access person favors the interests of one client over another (e.g., a larger account over a smaller account, an account compensated by performance fees over an account not so compensated, or an account of a close friend or relative) without a legitimate reason for doing so. Employees/access persons are prohibited from engaging in inappropriate favoritism among clients that would constitute a breach of fiduciary duty.
Conflicts may arise when an employee or access person has a material interest in or relationship with the issuer of a security that he or she is recommending or purchasing for a client. Conflicts may also arise when an employee or access person uses knowledge about pending or currently considered securities transactions for clients to profit personally. Restrictions on personal securities transactions are addressed in detail in Section V below.
Conflicts of interest may not always be clear-cut. Any employee or access person of a Nuveen Subsidiary who becomes aware of a conflict of interest or potential conflict involving a client account should bring it to the attention of one of the Subsidiarys Designated Compliance or Legal Officers.
D. Gifts and Entertainment
Employees/access persons are restricted from accepting gifts from any person or entity that does business with or on behalf of Nuveen Investments or any client account. For this purpose, gift has the same meaning as in Rule 2830 of the National Association of Securities Dealers Conduct Rules. Gifts received by an employee from any one person or entity may not have an aggregate market value of more than $100 per year. Employees/access persons may not accept gifts in an amount that exceeds $100 per year
3
from any person or entity that does business with or proposes to do business with Nuveen Investments. Employees/access persons are also subject to the restrictions in Rule 2830 with respect to accepting and providing non-cash compensation in the way of entertainment, including meals, golfing and tickets to cultural and sporting events. Employees/access persons are similarly restricted from giving gifts others. Employees/access persons may not give gifts in an amount that exceeds $100 per year to any person or entity that does business with or proposes to do business with Nuveen Investments. For more information, refer to Nuveen Investments Cash and Non-Cash Compensation Procedures.
E. Outside Directorships and Business Activities
Employees/access persons may not serve on the board of directors of any publicly traded company or engage in outside business activities without prior written approval from the General Counsel of Nuveen Investments or his or her designee. 1 Employees/access persons must also obtain prior written approval before serving as a member of the finance or investment committee of any not-for-profit organization or performing other investment-related services for such organization. Employees/access persons are required to report all outside business activities on a periodic basis. If it appears that any such activity conflicts with, or may reasonably be anticipated to conflict with, the interests of Nuveen Investments or its clients, the employee or access person may be required to discontinue the activity.
F. Protection of Confidential Information
Each employee/access person of a Nuveen Subsidiary must preserve the confidentiality of non-public information learned in the course of his or her employment, including nonpublic information about Nuveen Investments securities recommendations and client securities holdings and transactions. Employees/access persons may not misuse such information or disclose such information, whether within or outside Nuveen Investments, except to authorized persons who need to know the information for business purposes. Employees/access persons must comply with all laws, rules and regulations concerning the protection of client information including, without limitation, Regulation S-P. Please refer to Nuveens Consumer Information Security Policy for more information.
1 | Employees/access persons who receive authorization to serve as board members of publicly traded companies must be isolated through information barriers from those persons making investment decisions concerning securities issued by the entities involved. |
4
G. Payments to Government Officials and Political Contributions
No payment can be made directly or indirectly to any employee, official or representative of any governmental agency or any party or candidate for the purposes of influencing any act or decision on behalf of Nuveen Investments. Employees/access persons are free to participate as individuals in political activities, but are prohibited from engaging in such activities as a representative of Nuveen Investments and from using the name or credibility of Nuveen Investments in connection with political activities. Nuveen Investments will not reimburse any employee or access person for any political contributions or similar expenses.
IV. INSIDER TRADING
Nuveen Investments has adopted Policies and Procedures Designed to Detect and Prevent Insider Trading and to Preserve Confidential Information. These policies and procedures prohibit employees/access persons from trading, either personally or on behalf of others, on the basis of material nonpublic information in violation of the law. This conduct is frequently referred to as insider trading. Nuveen Investments policies and procedures to prevent insider trading apply to every employee/access person and extend to activities within and outside such individuals duties at Nuveen Investments.
A. Insider Trading
The term insider trading is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an insider) or to communications of material nonpublic information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:
|
Trading by an insider while in possession of material nonpublic information; |
|
Trading by a non-insider while in possession of material nonpublic information where the information either was disclosed to the non-insider in violation of an insiders duty to keep it confidential or was misappropriated; and |
|
Communicating material nonpublic information to others. |
B. Insider Status
The concept of an insider is broad. It includes officers and employees of a company or other entity such as a municipality. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of a companys affairs and as a result is given access to information solely for the companys purposes. A temporary insider can include, among others, a companys attorneys, accountants, consultants, bank lending officers, investment advisers and the employees of such organizations.
5
C. Material Nonpublic Information
Trading on inside information is not a basis for liability unless the information is material. Material information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a companys securities. Information that officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
D. Identifying Inside Information .
Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:
|
Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? |
|
Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace? |
E. Reporting Suspected Inside Information .
If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:
|
Report the matter immediately to a Designated Compliance or Legal Officer; |
|
Do not purchase or sell the securities on behalf of yourself or others; and |
|
Do not communicate the information inside or outside of Nuveen Investments, other than to a Designated Compliance or Legal Officer. |
6
After a Designated Compliance or Legal Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.
Questions regarding Nuveen Investments policies and procedures to prevent insider trading should be referred to a Designated Compliance or Legal Officer.
V. PERSONAL SECURITIES TRANSACTIONS
Set forth below are the restrictions on personal trading applicable to employees/access persons, including investment persons (as defined in Section VIII below), of each Nuveen Subsidiary. A Nuveen Subsidiary may implement more restrictive requirements for employees under its direct supervision and control by adopting supplemental procedures under this Section V. Also included are certain restrictions that apply to the non-interested directors of the Nuveen Funds.
A. Trading Restrictions for All Employees/Access Persons
1. Initial Public Offerings . No employee/access person of any Nuveen Subsidiary may purchase, directly or indirectly for any account in which he or she has beneficial ownership, any security in an initial public offering (as defined in Section VIII below). This requirement also does apply to transactions in an initial public offering in an account over which an employee/access person has granted full discretionary authority to a third party.
2. Limited Offerings . No employee/access person of any Nuveen Subsidiary may purchase, directly or indirectly for any account in which he or she has beneficial ownership, or outside such an account, any security in a limited offering (as defined in Section VIII below) without prior written approval as specified in subsection G below. 2
3. Other Securities. No employee/access person of a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any security without first pre-clearing such transaction through PTA (as defined in Section VIII below) as specified in subsection G below.
2 | A decision to grant approval will take into account, among other factors, whether the investment opportunity would be consistent with the strategies and objectives of a client account and whether the opportunity is being offered to the access person by virtue of his or her position with Nuveen Investments. |
7
4. Securities Being Purchased or Sold in Client Accounts . No employee/access person of any Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any security that to his or her actual knowledge is being purchased or sold, or is actively being considered for purchase or sale, by a client of Nuveen Investments. This restriction, however, does not apply when the purchase or sale by the client account is a maintenance trade or an unsupervised trade (as defined in Section VIII below).
B. Additional Trading Restrictions for Investment Persons
1. Securities Eligible for Purchase or Sale by Client Accounts. Except with prior written approval, no investment person of a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any security eligible for purchase or sale by a client account for which such investment person has responsibility. 3
2. Securities Traded Within Seven Days Before or After a Client Transaction . In the event that a client account purchases or sells a security within 7 days preceding or following the purchase, or purchases or sells a security within 7 days preceding or following the sale, of the same security by an investment person who has responsibility for the client account, the investment person may be required to dispose of the security and/or disgorge any profits associated with his or her transaction. Such disposal and/or disgorgement may be required notwithstanding any prior written approval granted pursuant to paragraph B.1 above, unless the purchase or sale by the client account is a maintenance trade or unsupervised trade.
C. Other Trading Restrictions
1. Transactions in Shares of Certain Closed-End Funds and Similar Pooled Vehicles . No employee of a Nuveen Subsidiary either (a) working in the Chicago office or (b) working in Nuveens Closed-End Funds and Structured Products Group (or any successor group) may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any common or preferred shares of a Nuveen Closed-End Fund (as defined in Section VIII below) or other closed-end fund advised or sub-advised by a Nuveen Subsidiary without prior written approval as specified in Subsection
3 | Written approval may be withheld unless it is determined that the transaction is unlikely to present an opportunity for abuse and there has been no trade (other than a maintenance trade or unsupervised trade) in the same security during the 7 preceding days by a client account for which the investment person has some responsibility. |
8
G below. This pre-clearance requirement will also apply to common and preferred shares of any other exchange-listed investment product sponsored by Nuveen that is not a closed-end fund, such as the Nuveen Commodities Income and Growth Fund, and such product will be regarded as a Closed-End Fund for purposes of this Section V.C. and all related sections. In addition, no employee, officer or director of any Nuveen Subsidiary who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 by reason of his or her position with a Nuveen Closed-End Fund or other closed-end fund advised or sub-advised by a Nuveen Subsidiary may purchase or sell, directly or indirectly for any account in which he or she has beneficial ownership, any common shares of such fund without prior written approval as specified in Subsection G below. These restrictions do apply to any such transactions in accounts over which an employee/access person has granted full discretionary authority to a third party.
2. Non-Interested Directors of the Nuveen Funds. A non-interested director of a Nuveen Fund is deemed an access person of the Fund under Rule 17j-1. Accordingly, in connection with his or her purchase or sale of a security held or to be acquired by the Fund, such non-interested director may not: engage in any act or practice that operates as a fraud or deceit upon the Fund; make any material misstatement or omission to the Fund; or engage in any manipulative practice with respect to the Fund. Under this Code, a non-interested director of a Nuveen Fund:
|
May not purchase or sell common or preferred shares of a Nuveen Closed-End Fund without prior written approval; |
|
May purchase or sell other securities which are eligible for purchase or sale by a Nuveen Fund, including securities in an initial public offering or limited offering, without prior written approval unless such non-interested director has actual knowledge that the securities are being purchased or sold, or are actively being considered for purchase or sale, by the Nuveen Fund. |
3. Frequent Trading in Shares of Certain Open-End Funds. Employees/access persons of each Nuveen Subsidiary must adhere to the restrictions on frequent trading set forth in the registration statement of any Nuveen Open-End Fund (as defined in Section VIII below) and any other open-end fund advised or sub-advised by a Nuveen Subsidiary.
4. Excessive or Abusive Trading . Excessive personal trading (as measured in terms of frequency, complexity of trading programs, numbers of trades or other measures) and other personal trading patterns that involve opportunities for abuse are inconsistent with fiduciary principles and this Code. Accordingly, if the trading by an employee or access person in any account, including but not limited to a 401(k) plan,
9
appears to be excessive or otherwise abusive, the Designated Compliance or Legal Officers of the applicable Nuveen Subsidiary may place additional restrictions on such trading.
D. PTA System and Employee/Access Person Trade Monitoring
1. PTA. PTA is Nuveens pre-clearance monitoring system for employee/access person transactions. All personal transactions for such individuals must be pre-cleared through PTA. This means that all transactions must be input into PTA for approval before any such transactions are executed. All of the information required by PTA must be supplied in connection with the transaction. Employees/access persons will receive training for PTA. Transactions effected pursuant to an automatic investment plan (as defined in Section VIII below) must only be submitted for pre-clearance one time, prior to the first transaction under the automatic investment plan. The following trades are not required to be submitted to PTA for pre-clearance:
a. | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired; |
b. | Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; and |
c. | Transactions that are non-volitional on the part of the access person, including transactions in managed accounts in which the employee/access person has no investment discretion and the call by a third party of an option on securities owned by the access person. Such transactions are, however, subject to other restrictions including those contained in Sections V.A.1 and V.C.1. |
2. Employee/Access persons Accounts . Employees/access persons must maintain all brokerage accounts at a PTA compatible broker-dealer. This includes all brokerage accounts for the employee/access persons family members living in their home, the brokerage accounts of any domestic partner and any other brokerage account over which the employee/access person has discretionary authority. The PTA compatible broker-dealers are listed on Schedule IV and may be updated from time to time by the Compliance Department. Certain accounts itemized in section D.3 below are excluded from this requirement. Accounts that enable the employee/access person to engage in any transaction not specifically listed in Section D.3 below cannot be excluded and must be maintained at a PTA compatible broker-dealer.
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3. Accounts That May be Maintained at Non-PTA Compatible Broker-Dealers . Employees/access persons may maintain accounts at broker-dealers that are not listed on Schedule IV when the account in question only allows for transactions in any or all of the following categories:
a. Transactions in securities over which a person has no direct or indirect influence or control; 4
b. Transactions in securities issued by the U.S. Government, bankers acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements;
c. Transactions in shares of registered open-end investment companies, including open-end exchange-traded funds known as ETFs (other than the restrictions on frequent trading in shares of Nuveen Open-End Funds and other open-end funds advised or sub-advised by a Nuveen Subsidiary);
d. Transactions in ETFs that are comparable to open-end ETFs but are formed as unit investment trusts; and
e. Transactions in shares of unit investment trusts that are invested exclusively in one or more registered open-end investment companies.
A Designated Compliance or Legal Officers may grant other exceptions on a limited case-by-case basis. The person seeking such exemption must make a request to the Designated Compliance or Legal Officers and must receive prior written approval in writing before the exemption becomes effective. (See Section G below for approval process.)
E. Reporting Requirements
1. General Reporting Requirements. Nuveen Investments will deliver a copy of this Code, and amendments to this Code, to each employee/access person of a Nuveen Subsidiary. Shortly after receipt of a copy of this Code or any amendment, the recipient shall be required to acknowledge that he or she:
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Has received a copy of the Code; |
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Has read and understands the Code; |
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Agrees that he or she is legally bound by the Code; and |
4 | This would include securities transactions in accounts over which a person has granted full discretionary authority to another party that does not have beneficial ownership in the securities, such as a separately managed account for which a third party has full and exclusive discretion, provided that the Designated Compliance or Legal Officers receive written notice of such grant of authority. Note that such grant of discretionary authority must be restricted as to JNC securities. Employees/access persons may not grant discretion to another party for purchases or sales of JNC securities which always require prior approval by legal as specified in Subsection G below. |
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Will comply with all requirements of the Code. |
2. Initial Holdings Report . Each access person of a Nuveen Subsidiary must submit through PTA a report of all holdings in securities within 10 days of becoming an access person. The report must include the following information current as of a date not more than 45 days prior to the date of becoming an access person:
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Title, type, exchange ticker symbol or CUSIP number, number of shares and principal amount of each security; |
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Name of any broker, dealer or bank with which the access person maintains an account; and |
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Date on which the report is submitted. |
3. Annual Holdings Report . Access persons must submit through PTA a report of all security holdings within 45 days after the end of each calendar year. The report must include the following information current as of the last day of the calendar year:
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Title, type, exchange ticker symbol or CUSIP number, number of shares and principal amount of each security; |
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Name of any broker, dealer or bank with which the access person maintains an account; and |
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Date on which the report is submitted. |
4. Quarterly Transaction Reports. Access persons must submit through PTA transaction reports no later than 30 days after the end of each calendar quarter covering all transactions in securities during the quarter. The report must include:
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Date of transaction, title, exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), number of shares and principal amount of each security involved; |
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Nature of the transaction (e.g., purchase, sale or any other acquisition or disposition); |
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Price at which the transaction was effected; |
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Name of broker, dealer, or bank through which the transaction was effected; |
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Name of broker, dealer or bank with whom any new account was established and the date such account was established; and |
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Date on which the report is submitted. |
5. Transaction Reports of Non-Interested Nuveen Fund Directors . Non-interested directors of a Nuveen Fund must report a personal securities transaction only if such director, at the time of that transaction, knew that during the 15-day period immediately preceding or subsequent to the date of the transaction by the director, such security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund. Non-interested directors must report securities transactions meeting these requirements within 30 days after the end of each calendar quarter.
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6. Reporting Holdings and Transactions in Certain Open-End Funds . Unless one of the exceptions set forth in Section G below applies, holdings and transactions in shares of Nuveen Open-End Funds, and shares of any other open-end fund for which a Nuveen Subsidiary serves as an adviser or sub-adviser, must be included in the initial and annual holdings reports and quarterly transaction reports required by this Section E. See Schedule III for a list of such funds. However, employees/access persons need not take any action to report holdings or transactions in shares of Nuveen Open-End Funds through the Nuveen Investments 401(k)/Profit Sharing Plan because such information is being directly provided by the plan administrator to the Designated Compliance or Legal Officers.
7. Brokerage Statements . Each employee/access must provide the Designated Legal and Compliance Officers with a list of their brokerage accounts (or other accounts that hold securities). This requirement also includes accounts held directly with any Nuveen Open-End Fund or other open-end fund advised or sub-advised by a Nuveen Subsidiary, unless one of the exceptions in Section F below applies. With respect to transactions in the Nuveen Investments 401(k)/Profit Sharing Plan, this requirement is deemed satisfied by virtue of the reports being sent by the plan administrator directly to the Legal and Compliance Department.
8. Form of Holdings and Transaction Reports . An employee/access persons holdings and transaction reports required by this Section E shall be in the form required to be reported in PTA, or such other form approved by the Designated Compliance or Legal Officers.
F. Exceptions to Reporting Requirements
The following holdings and/or transactions are not required to be included in the reports described in Section E above:
1. | Holdings and transactions in securities over which a person has no direct or indirect influence or control; |
2. | Transactions effected pursuant to an automatic investment plan, including transactions in Nuveen Investments 401(k)/Profit Sharing Plan and any dividend reinvestment plan, unless such transactions override or deviate from the pre-set schedule or allocations of such automatic investment plan; |
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3. | Holdings and transactions in securities issued by the U.S. Government, bankers acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; |
4. | Holdings and transactions in shares of registered open-end investment companies that are not advised or sub-advised by a Nuveen Subsidiary and are not exchange-traded open-end funds (ETFs); and |
5. | Holdings and transactions in shares of unit investment trusts that are invested exclusively in one or more open-end funds that are not advised or sub-advised by a Nuveen Subsidiary. |
G. Procedures
1. Notification of Status as Investment Person . Nuveen Investments will notify each person who is considered to be an investment person under this Code.
2. Maintenance of Access Person Master List. Each Nuveen Subsidiary will maintain and update an access person master list containing the names of its access persons and investment persons who are subject to this Code. It will also maintain a list of all open-end funds for which any Nuveen Subsidiary serves as an adviser or sub-adviser.
3. Procedure for Requesting Prior Written Approval. A request for prior written approval required by Sections A(1), A(3) and C(1) above must be made in writing to a Designated Compliance or Legal Officer of the applicable Nuveen Subsidiary. Such requests must include the following information:
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Title, ticker symbol or CUSIP number; |
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Type of security (bond, stock, note, etc.); |
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Maximum expected dollar amount or number of shares of proposed transaction; |
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Nature of the transaction (purchase or sale); and |
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Brokers name and account number; and |
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Any other information, representations or certifications that a Designated Compliance or Legal Officer may reasonably request. |
The person granting approval of a transaction will create an e-mail or other written record setting forth the terms of the approval and will copy the other employees/access persons who need to know such information.
The person making the request will have one business day to execute an approved transaction at market or to place or cancel a limit order. Failure to execute the approved transaction within one business day will require the person to re-submit their pre-clearance request as described above. The automatic execution of an order does not require an additional approval.
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4. Monitoring of Personal Securities Transactions. Designated Compliance or Legal Officers will review personal securities transactions and holdings reports periodically, either on a trade-by-trade basis or through various sampling techniques.
5. Pre-Clearance Through PTA . Employees/access persons are required to use PTA Connect, the electronic monitoring system adopted by Nuveen Investments to pre-clear personal securities transactions in accordance with Section V (D) above. All employees/access persons will be given computer based training on the procedures to be used within the PTA Connect system.
6. Section 16 Officers Additional Reporting . Section 16 Officers (as defined in Section VIII, below) are also required to report to the Legal Department in Chicago via email the details of any transaction requiring Section 16 filings immediately upon the completion of the transaction. Section 16 Officers are also required to verify the information in all Section 16 filings with the Legal Department and confirm that the Section 16 filing was made within the required regulatory timeframe.
VI. ADMINISTRATION AND ENFORCEMENT
A. Approval of Code
This Code has been approved by each Nuveen Subsidiary identified on Schedule I hereto, the principal underwriter or depositor of the Nuveen Defined Portfolios, the board of directors of the Nuveen Open-End and Closed-End Funds, and the board of directors or trustees of other funds for which a Nuveen Subsidiary serves as an adviser or sub-adviser. Material amendments must also be approved by such fund boards (or principal underwriter or depositor in the case of a unit investment trust) within six months of the amendment.
B. Reporting to the Nuveen Fund Board
Nuveen Investments or the applicable Nuveen Subsidiary must provide an annual written report to the board of directors of any Nuveen Fund or other fund (other than a unit investment trust) for which a Nuveen Subsidiary serves as an adviser or sub-adviser. The report must:
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Describe any issues arising under the Code or procedures thereunder since the last report, including, but not limited to, information about material violations of the Code or procedures thereunder and sanctions imposed in response to such violations; and |
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Certify that procedures have been adopted that are reasonably necessary to prevent access persons from violating the Code. |
C. Duty to Report Violations
Employees/access persons must report violations of the Code promptly to a Designated Compliance or Legal Officer of the applicable Nuveen Subsidiary, who in turn must report all such violations to such Subsidiarys Chief Compliance Officer. Such reports will be treated confidentially to the extent permitted by law and investigated promptly.
D. Sanctions for Violation of the Code
Employees/access persons may be subject to sanctions for violations of the specific provisions or general principles of the Code. Violations by such persons will be reviewed and sanctions determined by the General Counsel of Nuveen Investments, the Director of Compliance and the Chief Compliance Officer of the applicable Nuveen Subsidiary, or their designee(s). Sanctions which may be imposed include:
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Formal warning; |
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Restriction of trading privileges; |
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Disgorgement of trading profits; |
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Fines; and/or |
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Suspension or termination of employment. |
The factors which that may be considered when determining the appropriate sanctions include, but are not limited to:
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Harm to a clients interest; |
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Extent of unjust enrichment; |
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Frequency of occurrence; |
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Degree to which there is personal benefit from unique knowledge obtained through a persons position with a Nuveen Subsidiary or its clients. |
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Degree of perception of a conflict of interest; |
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Evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or |
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Level of accurate, honest and timely cooperation from the person subject to the Code. |
Material violations by non-interested directors of a Nuveen Fund may be reviewed and sanctions determined by the other non-interested directors of such Fund or a committee thereof.
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E. Form ADV Disclosure
Each Nuveen Subsidiary that is an investment adviser must include on Schedule F of Part II of its Form ADV a description of the Code and a statement that such Nuveen Subsidiary will provide a copy of the Code to any client or prospective client upon request.
F. Interpretation of the Code and the Granting of Waivers
Questions concerning the interpretation or applicability of the provisions of this Code, and the granting of waivers or exceptions hereunder, may be determined and made by the General Counsel of Nuveen Investments, the Director of Compliance, the Chief Compliance Officer of the applicable Nuveen Subsidiary, or their designees.
VII. RECORDKEEPING
Nuveen Investments will maintain the following records in a readily accessible place in accordance with Rule 17j-1(f) under the Investment Company Act of 1940 and Rule 204-2 under the Investment Advisers Act of 1940.
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A copy of each Code that has been in effect at any time during the past five years; |
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A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred; |
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A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person; |
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Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports; |
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A list of the names of persons who are currently, or within the past five years were, access persons; |
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A record of any decision and supporting reasons for approving the acquisition of securities by access persons in initial public offerings or limited offerings for at least five years after the end of the fiscal year in which approval was granted; |
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Any decisions that grant employees/access persons a waiver from or exception to the Code; |
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A record of persons responsible for reviewing access persons reports currently or during the last five years; and |
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A copy of reports provided to a funds board of directors regarding the Code. |
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VIII. DEFINITIONS
A. Access Person
Effective November, 2006, all Nuveen Investments employees will be considered access persons. This standard is more restrictive than Rule 204A-1(e)(1) under the Investment Advisers Act of 1940 and Rule 17j-1(a)(2) under the Investment Company Act of 1940.
B. Automatic Investment Plan
Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
C. Beneficial Ownership
Beneficial ownership means having or sharing a direct or indirect pecuniary interest in a security through any contract, arrangement, understanding, relationship or otherwise. The term pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. See Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. The pecuniary interest standard looks beyond the record owner of securities. As a result, the definition of beneficial ownership is very broad and encompasses many situations that might not ordinarily be thought to confer a pecuniary interest in, or ownership of, securities, including the following:
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Family Holdings. As a general rule, you are regarded as the beneficial owner of securities not only in your name but held in the name of members of your immediate family, including: your spouse or domestic partner; your child or other relative who shares your home or, although not living in your home, is economically dependent upon you; or any other person if you obtain from such securities benefits substantially similar to those of ownership. |
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Partnership and Corporate Holdings . A general partner of a general or limited partnership will generally be deemed to beneficially own securities held by the partnership, so long as the partner has direct or indirect influence or control over the management and affairs of the partnership. A limited partner will generally not be deemed to beneficially own securities held by a limited partnership, provided he or she does not own a controlling voting interest in the partnership. If a corporation is your alter ego or personal holding company, the corporations holdings of securities will be attributable to you. |
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Investment Clubs. You are deemed to beneficially own securities held by an investment club of which you or a member of your immediate family (as defined above) is a member. Membership in investment clubs must be pre-approved by a Designated Compliance or Legal Officer. |
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Trusts. You are deemed to beneficially own securities held in trust if any of the following is true: you are a trustee and either you or members of your immediate family (as defined above) have a monetary interest in the trust, whether as to principal or income; you have a vested beneficial interest in the trust; or you are settlor of the trust and you have the power to revoke the trust without obtaining the consent of all the beneficiaries. See Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. |
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Financial Power of Attorney . You are deemed to beneficially own securities held in any account over which you have financial power of attorney. |
D. Control
Control of a company means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company, and a control relationship exists when a company controls, is controlled by, or is under common control with, another company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to control such company. A natural person shall be presumed not to be a controlled person.
E. Fund
Fund means an investment company registered under the Investment Company Act of 1940.
F. Initial Public Offering
Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
G. Investment Person
Investment person means an access person of a Nuveen Subsidiary who (i) in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for a client account or (ii) is a natural person in a control relationship with a Nuveen Subsidiary and obtains information concerning recommendations made to a client account. Investment persons of a Nuveen Subsidiary include portfolios managers, portfolio assistants, securities analysts and traders employed by such Nuveen Subsidiary, or any other persons designated as such on the Nuveen Subsidiarys master access person list.
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H. Limited Offering
Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 under such Act. Limited offerings are also known as private placements.
I. Maintenance Trade
Maintenance trade means a regular, day-to-day transaction in a security currently in a Nuveen Subsidiarys model portfolio (or an alternative for such security) made for a new client account or pursuant to the deposit or withdrawal of money from an existing client account or a trade that is directed by a client account. A maintenance trade also includes the sale of existing securities from a new client account for the purpose of acquiring securities currently in a Nuveen Subsidiarys model portfolio (or an alternative for such securities). A maintenance trade relates solely to rebalancing an existing client account or investing a new client account in a passive manner to track a model portfolio and is deemed not to involve the exercise of investment discretion.
J. Non-Interested Director
Non-interested director means a director who is not an interested director of a fund and who is not employed by, or has a material business relationship or professional relationship with, the fund or the funds investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1040.
K. Nuveen Fund
Nuveen Fund means any fund for which a Nuveen Subsidiary serves as the investment adviser and for which Nuveen Investments, LLC serves as a principal underwriter or as a member of the underwriting syndicate. A Nuveen Fund is any Nuveen Defined Portfolio, Nuveen Closed-End Fund or Nuveen Open-End Fund.
L. Purchase or Sale of a Security
Purchase or sale of a security includes, among other things, the purchasing or writing of an option and the acquisition or disposition of any instrument whose value is derived from the value of another security.
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M. PTA
PTA is Nuveens automated employee personal trading pre-clearance system. All employees/access persons must pre-clear applicable all transactions through PTA as described herein. All employees/access persons will be required to successfully complete training on the utilization of PTA.
N. Section 16 Officer
Section 16 Officer means every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Exchange Act of 1934 or who is an officer or director of the issuer of such security. See Section 16 of the Exchange Act of 1934. The Nuveen Fund Board approves the list of Section 16 Officers for the Nuveen Funds on an annual basis. This list is maintained in the Legal Department in Chicago and includes portfolio managers, traders and other employees responsible for making policy related decisions.
O. Security
Security means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation ink temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Without limiting the foregoing, a security also includes any instrument whose value is derived from the value of another security.
P. Unsupervised Trade
Unsupervised trade is the purchase or sale of a security for which no Nuveen Subsidiary has investment discretion.
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SCHEDULE I
Nuveen Subsidiaries Adopting this Code
Nuveen Asset Management
Nuveen Investments Advisers Inc.
Nuveen HydePark Group, LLC
Nuveen Investments Institutional Services Group LLC
NWQ Investment Management Company, LLC
Richards & Tierney, Inc.
Rittenhouse Asset Management, Inc.
Santa Barbara Asset Management
Symphony Asset Management LLC
Tradewinds Global Investors, LLC
Nuveen Investments LLC
Nuveen Investments Canada Co.
Any other Nuveen subsidiary that may from time to time notify its
employees/access persons that it has adopted this Code of Ethics
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SCHEDULE II
Designated Compliance or Legal Officers
For pre-clearance of all other trades, employees/access persons should utilize PTA. If directed by PTA to contact Compliance, contact one of the individuals identified below, depending on which Nuveen Subsidiary you are affiliated with:
If you are affiliated with any of the following : |
You should contact one of the following persons: | |
Nuveen Asset Management, Nuveen Investments Advisers Inc., Nuveen HydePark Group, LLC, Nuveen Investments Institutional Services Group LLC, NWQ Investment Management Company, LLC, Richards & Tierney, Inc., Rittenhouse Asset Management, Inc., Tradewinds Global Investors, LLC, or Nuveen Investments LLC |
Ginny Johnson, Christina Legue, Cathie Reese, Walter Kelly, or Mary Keefe |
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If you are affiliated with: |
You should contact one of the following persons: | |
Symphony Asset Management LLC Santa Barbara Asset Management |
Martin Fawzy, Neil Rudolph, or Mary Keefe Carol Olson or Mary Keefe |
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If you are a Section 16 Officer: |
You should contact the following persons: | |
Report the details of each Section 16 transaction via email to: | Joe Visaya, Ginny Johnson and Christina Legue |
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Open-End Funds Advised or Subadvised by a Nuveen Subsidiary
Nuveen Municipal Trust Nuveen Intermediate Duration Municipal Bond Fund Nuveen Insured Municipal Bond Fund Nuveen All-American Municipal Bond Fund Nuveen Limited Term Municipal Bond Fund Nuveen High Yield Municipal Bond Fund
Nuveen Multistate Trust I Nuveen Arizona Municipal Bond Fund Nuveen Colorado Municipal Bond Fund Nuveen Florida Preferred Municipal Bond Fund Nuveen Maryland Municipal Bond Fund Nuveen New Mexico Municipal Bond Fund Nuveen Pennsylvania Municipal Bond Fund Nuveen Virginia Municipal Bond Fund
Nuveen Multistate Trust II Nuveen California Municipal Bond Fund Nuveen California High Yield Municipal Bond Fund Nuveen California Insured Municipal Bond Fund Nuveen Connecticut Municipal Bond Fund Nuveen Massachusetts Municipal Bond Fund Nuveen Massachusetts Insured Municipal Bond Fund Nuveen New Jersey Municipal Bond Fund Nuveen New York Municipal Bond Fund Nuveen New York Insured Municipal Bond Fund
Nuveen Multistate Trust III Nuveen Georgia Municipal Bond Fund Nuveen Louisiana Municipal Bond Fund Nuveen Northern Carolina Municipal Bond Fund Nuveen Tennessee Municipal Bond Fund
Nuveen Multistate Trust IV Nuveen Kansas Municipal Bond Fund Nuveen Kentucky Municipal Bond Fund Nuveen Michigan Municipal Bond Fund Nuveen Missouri Municipal Bond Fund Nuveen Ohio Municipal Bond Fund Nuveen Wisconsin Municipal Bond Fund |
Nuveen Investment Trust Nuveen Balanced Stock and Bond Fund Nuveen Balanced Municipal and Stock Fund Nuveen Large-Cap Value Fund Nuveen NWQ Global Value Fund Nuveen NWQ Large-Cap Value Fund Nuveen NWQ Multi-Cap Value Fund Nuveen NWQ Small Cap Value Fund Nuveen NWQ Small/Mid-Cap Value Fund Nuveen Tradewinds Value Opportunities Fund Nuveen Tradewinds Global Resources Fund
Nuveen Investment Trust II Nuveen Tradewinds Global All-Cap Fund Nuveen Tradewinds International Value Fund Nuveen Rittenhouse Growth Fund Nuveen Santa Barbara Growth Fund Nuveen Santa Barbara Growth Opportunities Fund Nuveen Santa Barbara Dividend Growth Fund Nuveen Symphony All-Cap Core Fund Nuveen Symphony Mid-Cap Core Fund Nuveen Symphony Small-Mid Cap Core Fund Nuveen Symphony Large-Cap Value Fund
Nuveen Investment Trust III Nuveen Core Bond Fund Nuveen High Yield Bond Fund Nuveen Short Duration Bond Fund
Nuveen Investment Trust V Nuveen Preferred Securities Fund
Nuveen NWQ LCVFund UK Nuveen Tradewinds International Value Fund UK Nuveen Tradewinds Global All Cap Fund UK
Nuveen Symphony Optimized Alpha Fund Nuveen Large Cap Value Fund Nuveen Rittenhouse Strategic Fund Nuveen Rittenhouse Mid-Cap Fund
Other Funds Activa International Fund Advance Asset Management Fund ING International Value Choice Fund ING Value Opportunities Choice Fund ING Small Cap Value Choice Fund |
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ING Global Value Choice Fund HSBC Investor Value Fund HSBC MM US Value Equity Pooled Fund HSBC US Large Cap Irish Fund Integra NWQ US Large Cap Value Fund MD Management Pooled Equity Fund MGI US Small/Mid Cap Value Fund ML Global Selects-North American Large Cap Growth Portfolio I MLIG Roszel/NWQ Small Cap Value Portfolio MLIG Roszel/Rittenhouse Large Cap Growth Portfolio MTB Large Cap Value Fund I MTB Large Cap Value Fund II New Covenant Growth Fund Northern Trust Multi-Manager International Equity Fund NTGA Inc.-Multi-Manager International Equity Fund Oyster USA Opportunities Fund Principal Investors Tax-Exempt Bond Fund Renaissance Asset Tact Allocation International Fund Renaissance Canadian Core Value Fund Russell II World Equity Fund Russell II Alpha Fund Russell World Equity Fund II Talvest Global Equity Fund UBS Fiduciary Trust Company Large Company Growth Portfolio Wilshire Small Company Value Fund |
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Schedule IV
PTA Compatible Broker-Dealers
1. | UBS |
2. | Morgan Stanley |
3. | Merrill Lynch |
4. | E*Trade |
5. | TD Waterhouse |
6. | Fidelity |
7. | Ameritrade |
8. | Schwab |
9. | A.G. Edwards |
10. | Citigroup/Smith Barney |
11. | Ameriprise |
12. | Wachovia |
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N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 17th day of July, 2008.
/s/ Robert P. Bremner |
Robert P. Bremner |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
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Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 17th day of July, 2008.
/s/ Jack B. Evans |
Jack B. Evans |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 17th day of July, 2008.
/s/ William C. Hunter |
William C. Hunter |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix As, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 17th day of July, 2008.
/s/ David J. Kundert |
David J. Kundert |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 17th day of July, 2008.
/s/ William J. Schneider |
William J. Schneider |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set her hand this 17th day of July, 2008.
/s/ Judith M. Stockdale |
Judith M. Stockdale |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints ERIC F. FESS, LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set her hand this 17th day of July, 2008.
/s/ Carole E. Stone |
Carole E. Stone |
STATE OF ILLINOIS |
) | |||||
) | SS | |||||
COUNTY OF COOK |
) |
On this 17th day of July, 2008, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 13th day of January, 2009.
/s/ John P. Amboian |
John P. Amboian |
STATE OF ILLINOIS | ) | |||||
)SS | ||||||
COUNTY OF COOK | ) |
On this 13th day of January, 2009, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
N UVEEN O PEN -E ND F UNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organizations listed on Appendix A, hereby constitutes and appoints LARRY W. MARTIN, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file one or more Registration Statements on Form N-1A under the Securities Act of l933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 13th day of January, 2009.
/s/ Terence J. Toth |
Terence J. Toth |
STATE OF ILLINOIS | ) | |||||
)SS | ||||||
COUNTY OF COOK | ) |
On this 13th day of January, 2009, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be his voluntary act and deed for the intent and purposes therein set forth.
OFFICIAL SEAL | ||||
Virginia L. Corcoran |
/s/ Virginia L. Corcoran |
|||
Notary Public, State of Illinois | Notary Public | |||
My Commission Expires: 10/27/09 |
APPENDIX A
NUVEEN OPEN-END TRUSTS
Nuveen Multistate Trust I
Nuveen Multistate Trust II
Nuveen Multistate Trust III
Nuveen Multistate Trust IV
Nuveen Municipal Trust
Nuveen Investment Trust
Nuveen Investment Trust II
Nuveen Investment Trust III
Nuveen Investment Trust V
Nuveen Managed Accounts Portfolios Trust