As filed with the Securities and Exchange Commission on July 30, 2012
1933 Act Registration No. 333-138592
1940 Act Registration No. 811-21979
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 |
¨ | |
Pre-Effective Amendment No. | ¨ | |
Post-Effective Amendment No. 21 | x | |
and/or | ||
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |
¨ | |
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):
x | Immediately upon filing pursuant to paragraph (b) | ¨ | on (date) pursuant to paragraph (a)(1) | |||
¨ |
on (date) 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. 21
This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:
Mutual Funds
Prospectus
July 30, 2012
Nuveen Commodity Strategy Funds
For investors seeking the potential for attractive total return.
Class/Ticker Symbol | ||||||
Fund Name | Class A | Class C | Class I | |||
Nuveen Gresham Diversified Commodity Strategy Fund |
NGVAX | NGVCX | NGVIX | |||
Nuveen Gresham Long/Short Commodity Strategy Fund |
NGSAX | NGSCX | NGSIX |
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 Fund Summaries | ||||
Nuveen Gresham Diversified Commodity Strategy Fund | 2 | |||
Nuveen Gresham Long/Short Commodity Strategy Fund | 8 | |||
Section 2 How We Manage Your Money | ||||
Who Manages the Funds | 14 | |||
More About Our Investment Strategies | 18 | |||
What the Risks Are | 20 | |||
Section 3 How You Can Buy and Sell Shares | ||||
What Share Classes We Offer | 26 | |||
How to Reduce Your Sales Charge | 27 | |||
How to Buy Shares | 29 | |||
Special Services | 30 | |||
How to Sell Shares | 31 | |||
Section 4 General Information | ||||
Dividends, Distributions and Taxes | 35 | |||
Distribution and Service Plan | 37 | |||
Net Asset Value | 38 | |||
Frequent Trading | 39 | |||
Fund Service Providers | 41 | |||
Section 5 Glossary of Investment Terms | 42 | |||
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
Nuveen Gresham Diversified Commodity Strategy Fund
Investment Objective
The investment objective of the Fund is to seek attractive total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in What Share Classes We Offer on page 26 of the Funds prospectus, How to Reduce Your Sales Charge on page 27 of the prospectus and Purchase and Redemption of Fund Shares on page S-47 of the Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
Class A | Class C | Class I | ||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.75% | None | None | |||||||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds) 1 |
None | 1.00% | None | |||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None | None | None | |||||||||
Exchange Fee | None | None | None | |||||||||
Annual Low Balance Account Fee (for accounts under $1,000) 2 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class C | Class I | ||||||||||
Management Fees | 1.00% | 1.00% | 1.00% | |||||||||
Distribution and/or Service (12b-1) Fees | 0.25% | 1.00% | 0.00% | |||||||||
Total Other Expenses 3 : | 0.66% | 0.66% | 0.66% | |||||||||
Other Expenses of the Fund |
0.43% | 0.43% | 0.43% | |||||||||
Expenses of the Subsidiary |
0.23% | 0.23% | 0.23% | |||||||||
Total Annual Fund Operating Expenses | 1.91% | 2.66% | 1.66% | |||||||||
Fee Waivers and/or Expense Reimbursements 4 | (0.56% | ) | (0.56% | ) | (0.56% | ) | ||||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.35% | 2.10% | 1.10% |
1 | The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase. |
2 | Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses are estimated assuming that the funds average net assets for its first year are $50 million. |
4 | The Funds investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2015 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, acquired fund fees and expenses and extraordinary expenses) do not exceed 1.10% of the average daily net assets of any class of Fund shares. This expense limitation may be terminated or modified prior to its expiration only with the approval of the Board of Trustees of the Fund. |
2
Section 1 Fund Summaries
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that 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 also assumes that your investment has a 5% return each year, that the Funds operating expenses remain the same, and the contractual fee waivers currently in place are not renewed beyond January 31, 2015. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Redemption | No Redemption | |||||||||||||||||||||||||||
A | C | I | A | C | I | |||||||||||||||||||||||
1 Year | $ | 705 | $ | 213 | $ | 112 | $ | 705 | $ | 213 | $ | 112 | ||||||||||||||||
3 Years | $ | 1,007 | $ | 688 | $ | 381 | $ | 1,007 | $ | 688 | $ | 381 |
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.
Principal Investment Strategies
Under normal market conditions, the Fund invests primarily in a diversified portfolio of commodity futures contracts and fixed income investments. The Funds investment strategy has two elements:
|
A portfolio of exchange-traded commodity futures contracts providing long-only exposure to all principal groups in the global commodity markets which is actively managed by Gresham Investment Management LLC ( Gresham ), a sub-adviser to the Fund, pursuant to its proprietary Tangible Asset Program ® (referred to herein as TAP ® ); and |
|
A portfolio of cash equivalents, U.S. government securities and other high-quality short-term debt securities which is actively managed by Nuveen Asset Management, LLC ( Nuveen Asset Management ), the Funds other sub-adviser. |
Commodity Investments. The Fund invests in a diversified portfolio of exchange-traded commodity futures contracts with an aggregate notional value substantially equal to the Funds net assets. The Fund invests in futures contracts in the six principal commodity groups in the global commodities markets: energy; industrial metals; agriculture; precious metals; foods and fibers; and livestock. The Fund may also invest in commodity-linked forward contracts, notes, swap agreements and other derivative instruments that provide investment exposure to commodities.
Although the Fund may make investments in commodity-linked derivative instruments directly, the Fund expects to primarily gain exposure to these investments by investing in the Gresham Diversified Commodity Fund Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (referred to herein as the Subsidiary ). The Subsidiary is advised by Nuveen Fund Advisors, Inc., the Funds investment adviser, and is sub-advised by Gresham. The Funds investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly in commodity-linked derivative instruments. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest without limitation in commodity-linked derivative instruments. The Subsidiary is otherwise subject to the same fundamental and non-fundamental investment restrictions as the Fund. Except as otherwise noted, for purposes of this prospectus, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
The Fund intends to invest up to 25% of its net assets in the Subsidiary, which in turn invests in a diversified portfolio of exchange-traded commodity futures contracts. Because commodity futures contracts provide notional exposure
Section 1 Fund Summaries
3
that greatly exceeds the margin requirements for such positions, the Subsidiary will be able to use this small portion of the Funds net assets to gain exposure to commodity futures contracts with an aggregate notional value substantially equal to 100% of the Funds net assets.
Gresham actively manages the Subsidiarys portfolio of commodity futures contracts pursuant to TAP ® , a fully collateralized, long-only rules-based commodity investment strategy. Gresham currently bases its investment decisions on three inputs: (i) systematic calculations of the values of global commodity production; (ii) total U.S. dollar trading volume on commodity futures and forwards exchanges; and (iii) global import/export trade values. Gresham determines the TAP ® rules governing the specific commodities in which the Subsidiary invests, and the relative target weighting of those commodities, annually. The target weights are expected to remain unchanged until the next annual determination. The Subsidiarys portfolio concentration in any single commodity, commodity group and commodity complex is limited in an attempt to moderate volatility. Under normal market conditions, Gresham avoids exercising discretion with respect to target weights between annual determinations. However, the actual portfolio weights may vary during the year and may in certain circumstances be rebalanced subject to TAP ® s rule-based procedures. Generally, Gresham intends to invest in short-term commodity futures contracts with terms of one to three months but may invest in contracts with terms of up to twelve months. Gresham intends to replace expiring commodity futures contracts with contracts expiring at a future date (i.e., roll contracts) in order to avoid the Subsidiary taking physical delivery of a commodity.
Fixed Income Investments. Assets not invested by the Fund in the Subsidiary or directly in commodity-linked derivative instruments are invested by Nuveen Asset Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at the time of investment. The Funds fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds investments in cash equivalents and short-term debt securities (other than U.S. government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality.
Principal Risks
The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:
Clearing Broker Risk The failure or bankruptcy of the Subsidiarys clearing broker could result in a substantial loss of Fund assets. Under current Commodity Futures Trading Commission ( CFTC ) regulations, a clearing broker maintains customers assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing brokers bankruptcy. In that event, the clearing brokers customers, such as the Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing brokers customers.
Commodity Risk Investments in commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. Because the Fund has a significant portion of its assets concentrated in commodity-linked derivative instruments, developments affecting commodities will have a disproportionate impact on the Fund. The Funds investment in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. Although the Funds commodity exposure as a whole will not be leveraged (i.e., the Funds commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage. Such leverage creates the possibility for losses greater than the amount invested and the likelihood of greater volatility of the Funds net asset value, and there can be no assurance that the Funds use of leverage will be successful.
Counterparty Risk Certain commodity-linked derivative instruments, repurchase agreements and other forms of financial instruments that involve counterparties subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its obligations. In
4
Section 1 Fund Summaries
the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Funds investments in the futures markets also introduce the risk that its futures commission merchant ( FCM ) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Credit Risk Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments. In addition, parties to other financial contracts with the Fund could default on their obligations.
Derivatives Risk The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on performance. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Funds ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Funds ability to pursue its investment objective through the use of such instruments. The Fund may engage in over-the-counter ( OTC ) derivative transactions; in general, there is less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges.
Frequent Trading Risk Gresham regularly purchases and subsequently sells, i.e. rolls, individual commodity futures contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions or mark-ups to broker-dealers that the Subsidiary pays when it buys and sells contracts, which may detract from the Funds performance.
Income Risk Income from the Funds fixed income investments could decline during periods of falling interest rates.
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.
Non-U.S. Investment Risk The Fund may invest in commodity futures contracts traded on non-U.S. exchanges or enter into over-the-counter derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risk because they may not be subject to the same degree of regulation as their U.S. counterparts.
Regulatory Risk The Fund and the Subsidiary are presently exempt from regulation by the CFTC as commodity pools. However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, will likely subject the Fund and the Subsidiary to regulation by the CFTC and impose on them additional disclosure, reporting and recordkeeping rules. Compliance with these additional rules may increase Fund expenses. Certain of the rules that would apply to the Fund if it becomes subject to CFTC regulation have not yet been adopted, and it is unclear what effect such rules would have on the Fund if they are adopted. In addition, the CFTC has recently implemented final regulations that impose position limits and limit formulas on 28 physical commodity futures and options contracts, including energy and metals contracts, and on physical commodity swaps that are economically equivalent to such contracts. Greshams investment decisions may need to be modified, and commodity contract positions held by the Fund and/or the Subsidiary may have to be liquidated at disadvantageous times or prices, to avoid exceeding these position limits, potentially subjecting the Fund to substantial losses. The regulation of commodity transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse to the Fund.
Subsidiary Risk By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiarys investments in commodity-linked derivative instruments. The commodity-linked derivative instruments held by the Subsidiary are the same as those permitted to be held by the Fund and are subject to the same risks that
Section 1 Fund Summaries
5
apply if held directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the 1940 Act ), and, unless otherwise noted in this prospectus, is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could adversely affect the Fund.
Tax Risk The Funds ability to make direct and indirect investments in commodity-linked derivative instruments is limited by the Funds intention to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended. The Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure to commodities while permitting it to satisfy the requirements applicable to regulated investment companies under current law. However, if the Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. Changes in tax laws could have a material adverse impact on the Fund or the Subsidiary.
Fund Performance
Fund performance is not included in this prospectus because the Fund has not been in existence for a full calendar year.
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Advisers
Gresham Investment Management LLC
Nuveen Asset Management, LLC
Portfolio Managers
Name |
Title |
Portfolio Manager of Fund Since |
||
Gresham | ||||
Jonathan S. Spencer | President | July 2012 | ||
Douglas J. Hepworth | Executive Vice President | July 2012 | ||
Nuveen Asset Management |
||||
Douglas M. Baker, CFA | Senior Vice President | July 2012 |
6
Section 1 Fund Summaries
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Funds initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:
Class A and Class C | Class I | |||
Eligibility and Minimum Initial Investment |
$3,000 for all accounts except:
$2,500 for Traditional/Roth IRA accounts.
$2,000 for Coverdell Education Savings Accounts.
$250 for accounts opened through fee-based programs.
No minimum for retirement plans. |
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
$250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Funds distributions are taxable and will generally be taxed as ordinary income or capital gains unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund, its distributor or its investment adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediarys website for more information.
Section 1 Fund Summaries
7
Investment Objective
The investment objective of the Fund is to seek attractive total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in What Share Classes We Offer on page 26 of the Funds prospectus, How to Reduce Your Sales Charge on page 27 of the prospectus and Purchase and Redemption of Fund Shares on page S-47 of the Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
Class A | Class C | Class I | ||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.75% | None | None | |||||||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds) 1 |
None | 1.00% | None | |||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None | None | None | |||||||||
Exchange Fee | None | None | None | |||||||||
Annual Low Balance Account Fee (for accounts under $1,000) 2 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A | Class C | Class I | ||||||||||
Management Fees | 1.20 | % | 1.20 | % | 1.20 | % | ||||||
Distribution and/or Service (12b-1) Fees | 0.25 | % | 1.00 | % | 0.00 | % | ||||||
Total Other Expenses 3 : | 0.66 | % | 0.66 | % | 0.66 | % | ||||||
Other Expenses of the Fund |
0.43 | % | 0.43 | % | 0.43 | % | ||||||
Expenses of the Subsidiary |
0.23 | % | 0.23 | % | 0.23 | % | ||||||
Total Annual Fund Operating Expenses | 2.11 | % | 2.86 | % | 1.86 | % | ||||||
Fee Waivers and/or Expense Reimbursements 4 | (0.36 | %) | (0.36 | %) | (0.36 | %) | ||||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.75 | % | 2.50 | % | 1.50 | % |
1 | The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase. |
2 | Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses are estimated assuming that the funds average net assets for its first year are $50 million. |
4 | The Funds investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2015 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, acquired fund fees and expenses and extraordinary expenses) do not exceed 1.50% of the average daily net assets of any class of Fund shares. This expense limitation may be terminated or modified prior to its expiration only with the approval of the Board of Trustees of the Fund. |
8
Section 1 Fund Summaries
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that 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 also assumes that your investment has a 5% return each year, that the Funds operating expenses remain the same, and the contractual fee waivers currently in place are not renewed beyond January 31, 2015. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Redemption | No Redemption | |||||||||||||||||||||||||||
A | C | I | A | C | I | |||||||||||||||||||||||
1 Year | $ | 743 | $ | 253 | $ | 153 | $ | 743 | $ | 253 | $ | 153 | ||||||||||||||||
3 Years | $ | 1,113 | $ | 798 | $ | 494 | $ | 1,113 | $ | 798 | $ | 494 |
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.
Principal Investment Strategies
Under normal market conditions, the Fund primarily invests in a diversified portfolio of commodity futures contracts and fixed income investments. The Funds investment strategy has two elements:
|
A portfolio of long and/or short exchange-traded commodity futures contracts providing long and/or short exposure to all principal groups in the global commodity markets which is actively managed by Gresham Investment Management LLC ( Gresham ), a sub-adviser to the Fund, pursuant to its proprietary Long/Short Strategy; and |
|
A portfolio of cash equivalents, U.S. government securities and other high-quality short-term debt securities which is actively managed by Nuveen Asset Management, LLC ( Nuveen Asset Management ), the Funds other sub-adviser. |
Commodity Investments. The Fund invests in a diversified portfolio of exchange-traded commodity futures contracts with an aggregate notional value substantially equal to the Funds net assets. The Fund invests in futures contracts in the six principal commodity groups in the global commodities markets: energy; industrial metals; agriculture; precious metals; foods and fibers; and livestock. The Fund may also invest in commodity-linked forward contracts, notes, swap agreements and other derivative instruments that provide investment exposure to commodities.
Although the Fund may make these investments in commodity-linked derivative instruments directly, the Fund expects to primarily gain exposure to these investments by investing in the Gresham Long/Short Commodity Fund Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (referred to herein as the Subsidiary ). The Subsidiary is advised by Nuveen Fund Advisors, Inc., the Funds investment adviser, and is sub-advised by Gresham. The Funds investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly in commodity-linked derivative instruments. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest without limitation in commodity-linked derivative instruments. The Subsidiary is otherwise subject to the same fundamental and non-fundamental investment restrictions as the Fund. Except as otherwise noted, for purposes of this prospectus, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
The Fund intends to invest up to 25% of its net assets in the Subsidiary, which in turn invests in a diversified portfolio of exchange-traded commodity futures contracts. Because commodity futures contracts provide notional exposure
Section 1 Fund Summaries
9
that greatly exceeds the margin requirements for such positions, the Subsidiary will be able to use this small portion of the Funds net assets to gain exposure to commodity futures contracts with an aggregate notional value substantially equal to 100% of the Funds net assets.
Gresham actively manages the Subsidiarys portfolio of commodity futures contracts pursuant to its Long/Short Strategy, a fully collateralized, long/short rules-based commodity investment strategy. Gresham currently bases its investment decisions on three inputs: (i) systematic calculations of the values of global commodity production; (ii) total U.S. dollar trading volume on commodity futures and forwards exchanges; and (iii) global import/export trade values. Gresham determines the rules governing the specific commodities in which the Subsidiary invests, and the relative target weighting of those commodities, annually. The target weights are expected to remain unchanged until the next annual determination. The Subsidiarys portfolio concentration in any single commodity, commodity group and commodity complex is limited in an attempt to moderate volatility. Under normal market conditions, Gresham avoids exercising discretion with respect to target weights between annual determinations. However, the actual portfolio weights may vary during the year and may in certain circumstances be rebalanced subject to the Long/Short Strategys rule-based procedures. Generally, Gresham intends to invest in short-term commodity futures contracts with terms of one to three months but may invest in contracts with terms of up to twelve months. Gresham intends to replace expiring commodity futures contracts with contracts expiring at a future date (i.e., roll contracts) in order to avoid the Subsidiary taking physical delivery of a commodity.
Gresham employs a momentum-based rule to determine whether the Subsidiarys commodity futures contracts within each group are held long, short or, in the case of petroleum-based contracts, flat. Greshams momentum-based rule compares the current price of an individual commodity contract, as adjusted for the return generated by rolling an expiring contract into a contract expiring at a future date, against the contracts moving average price to determine whether to take a long or short position in that contract. Gresham does not intend to short petroleum-based contracts because the prices of such contracts are generally more sensitive to geopolitical events than to supply-demand imbalances. Therefore, if Greshams momentum-based rule signals for a short position in a petroleum-based contract, Gresham will instead move that position to cash (i.e., flat). The relative balance of the Subsidiarys long, short and/or flat exposure may vary significantly over time, and at certain times, the Subsidiarys aggregate exposure may be all long, all short or various combinations of long, short and/or flat. Gresham intends to manage its overall strategy so that the notional amount of the Subsidiarys combined long, short and flat commodity contracts is not expected to exceed 100% of the Funds net assets.
Fixed Income Investments. Assets not invested by the Fund in the Subsidiary or directly in commodity-linked derivative instruments are invested by Nuveen Asset Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at the time of investment. The Funds fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds investments in cash equivalents and short-term debt securities (other than U.S. government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, be judged by Nuveen Asset Management to be of comparable quality.
Principal Risks
The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:
Clearing Broker Risk The failure or bankruptcy of the Subsidiarys clearing broker could result in a substantial loss of Fund assets. Under current Commodity Futures Trading Commission ( CFTC ) regulations, a clearing broker maintains customers assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing brokers bankruptcy. In that event, the clearing brokers customers, such as the Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing brokers customers.
10
Section 1 Fund Summaries
Commodity Risk Investments in commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. Because the Fund has a significant portion of its assets concentrated in commodity-linked derivative instruments, developments affecting commodities will have a disproportionate impact on the Fund. The Funds investment in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. Although the Funds commodity exposure as a whole will not be leveraged (i.e., the Funds commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage. Use of leveraged commodity-linked derivative instruments creates the possibility for losses greater than the amount invested and the likelihood of greater volatility of the Funds net asset value, and there can be no assurance that the Funds use of leverage will be successful.
Counterparty Risk Certain commodity-linked derivative instruments, repurchase agreements, swap agreements and other forms of financial instruments that involve counterparties subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Funds investments in the futures markets also introduce the risk that its futures commission merchant ( FCM ) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Credit Risk Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments. In addition, parties to other financial contracts with the Fund could default on their obligations.
Derivatives Risk The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on performance. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Funds ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Funds ability to pursue its investment objective through the use of such instruments. The Fund may engage in over-the-counter ( OTC ) derivative transactions; in general, there is less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges.
Frequent Trading Risk Gresham regularly purchases and subsequently sells, i.e. rolls, individual commodity futures contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions or mark-ups to broker-dealers that the Subsidiary pays when it buys and sells contracts, which may detract from the Funds performance.
Income Risk Income from the Funds collateral investments could decline during periods of falling interest rates.
Interest Rate Risk Interest rate risk is the risk that the value of the Funds collateral investments will decline because of rising interest rates.
Non-U.S. Investment Risk The Fund may invest in commodity futures contracts traded on non-U.S. exchanges or enter into over-the-counter derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risks because they may not be subject to the same degree of regulation as their U.S. counterparts.
Regulatory Risk The Fund and the Subsidiary are presently exempt from regulation by the CFTC as commodity pools. However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, will likely subject the Fund and the Subsidiary to regulation by the CFTC and impose on them additional disclosure, reporting and recordkeeping rules. Compliance with these additional rules may increase Fund expenses. Certain of the rules that would apply to the Fund if it becomes subject to CFTC regulation have not yet been adopted, and it is unclear what effect such rules would have on the Fund if they are adopted. In addition, the CFTC has recently
Section 1 Fund Summaries
11
implemented final regulations that impose position limits on 28 physical commodity futures and options contracts, including energy and metals contracts, and on physical commodity swaps that are economically equivalent to such contracts. Greshams investment decisions may need to be modified, and commodity contract positions held by the Fund and/or the Subsidiary may have to be liquidated at disadvantageous times or prices, to avoid exceeding these position limits, potentially subjecting the Fund to substantial losses. The regulation of commodity transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse to the Fund.
Short Sales Risk The Fund may sell futures contracts short. A short futures position allows the seller to profit from a decline in the price of the underlying commodity to the extent such decline exceeds the transaction costs of the short position. Conversely, if the price of the underlying futures contract rises because of an increase in the price of the underlying commodity, the Fund will realize a loss on the transaction. The Fund bears the risk of unlimited loss on contracts it sells short, as the price at which the Fund would need to cover a short position could theoretically increase without limit. Short selling is considered leverage and may magnify gains or losses for the Fund.
Subsidiary Risk By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiarys investments in commodity-linked derivative instruments. The commodity-linked derivative instruments held by the Subsidiary are the same as those permitted to be held by the Fund and are subject to the same risks that apply if held directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the 1940 Act ), and, unless otherwise noted in this prospectus, is not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could adversely affect the Fund.
Tax Risk The Funds ability to make direct and indirect investments in commodity[-linked derivative instruments] is limited by the Funds intention to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended. The Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure to commodities while permitting it to satisfy the requirements applicable to regulated investment companies under current law. However, if the Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. Changes in tax laws could have a material adverse impact on the Fund or the Subsidiary.
Fund Performance
Fund performance is not included in this prospectus because the Fund has not been in existence for a full calendar year.
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Advisers
Gresham Investment Management LLC
Nuveen Asset Management, LLC
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Section 1 Fund Summaries
Portfolio Managers
Name |
Title |
Portfolio Manager of Fund Since |
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Gresham | ||||
Jonathan S. Spencer | President | July 2012 | ||
Douglas J. Hepworth | Executive Vice President | July 2012 | ||
Nuveen Asset Management |
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Douglas M. Baker, CFA | Senior Vice President | July 2012 |
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Funds initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:
Class A and Class C | Class I | |||
Eligibility and Minimum Initial Investment |
$3,000 for all accounts except:
$2,500 for Traditional/Roth IRA accounts.
$2,000 for Coverdell Education Savings Accounts.
$250 for accounts opened through fee-based programs.
No minimum for retirement plans. |
Available only through fee-based programs and certain retirement plans, and to other limited categories of investors as described in the prospectus.
$100,000 for all accounts except:
$250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
No minimum for eligible retirement plans and certain other categories of eligible investors as described in the prospectus. |
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Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Funds distributions are taxable and will generally be taxed as ordinary income or capital gains unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund, its distributor or its investment adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediarys website for more information.
Section 1 Fund Summaries
13
To help you better understand the Nuveen Gresham Diversified Commodity Strategy Fund (the Diversified Commodity Fund) and the Nuveen Gresham Long/Short Commodity Strategy Fund (the Long/Short Commodity Fund) (each, a Fund, and collectively, the Funds), 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 Fund Advisors, Inc. ( Nuveen Fund Advisors ), the Funds investment adviser, offers advisory and investment management services to a broad range of mutual fund clients. Nuveen Fund Advisors has overall responsibility for management of the Funds, oversees the management of the Funds portfolios, manages the Funds business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is a 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 Nuveen family of advisers has been providing advice to investment companies since 1976.
Nuveen Fund Advisors has selected two firms to serve as sub-advisers to the Funds:
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Gresham Investment Management LLC ( Gresham ), located at 67 Irving Place, New York, New York 10003, is registered with the Commodity Futures Trading Commission ( CFTC ) as a commodity trading advisor and commodity pool operator, is a member of the National Futures Association, and is also registered with the Securities and Exchange Commission as an investment adviser. Greshams actively managed commodity futures strategies were first offered to outside clients in September 2004. On December 31, 2011, Nuveen Investments completed its acquisition of a 60% stake in Gresham. As of March 31, 2012, Gresham had over $14 billion of assets under management. |
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Nuveen Asset Management, LLC ( Nuveen Asset Management ), located at 333 West Wacker Drive, Chicago, Illinois 60606, is a subsidiary of Nuveen Fund Advisors. As of March 31, 2012, Nuveen Asset Management had approximately $116 billion of assets under management. |
Gresham and Nuveen Asset Management manage the investment of the Funds assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors.
Gresham is responsible for managing the assets of the Funds committed to commodity investments. Jonathan S. Spencer and Douglas J. Hepworth are the portfolio managers for the assets of the Funds managed by Gresham.
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Jonathan S. Spencer has served as the President of Gresham since August 1995. Mr. Spencer supervises trading and portfolio management |
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Section 2 How We Manage Your Money
for the Funds and all other investment accounts. Mr. Spencer is responsible for Greshams day-to-day operational and administrative matters, and he has managed Greshams commodity investment portfolio since the inception of Greshams Tangible Asset Program ® (referred to herein as TAP ® ) in 1987. In December 1986, Mr. Spencer began working for The Falconwood Corporation, a family office that is affiliated with Gresham. Mr. Spencer was the President of KPQ Futures, a futures commission merchant, from September 1991 to July 1995. From August 1995 to August 1996, Mr. Spencer was Executive Vice President of Windham Futures Corporation ( Windham ) (formerly Brody, White & Company, Inc.), a futures commission merchant. |
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Douglas J. Hepworth, CFA, has served as Executive Vice President of Gresham since January 2004. Mr. Hepworth is the Director of Research for Gresham and a member of the Investment Policy Committee for TAP ® . Mr. Hepworth was a research analyst at The Falconwood Corporation, a family office that is affiliated with Gresham, from June 1993 until June 1995, and re-joined The Falconwood Corporation in April 2000 as Director of Research. From August 1995 to March 2000, Mr. Hepworth was employed as a trader and developer for Millennium Partners, a multi-strategy hedge fund based in New York. Additionally, from December 1994 to January 1995 Mr. Hepworth was associated with Windham. |
Nuveen Asset Management is responsible for managing the assets of the Funds that serve as collateral for the Funds commodity investments. Douglas M. Baker is the portfolio manager for the assets of the Funds managed by Nuveen Asset Management.
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Douglas M. Baker, CFA, is a Senior Vice President at Nuveen Asset Management and a portfolio manager for the fund and related preferred security strategies. He joined Nuveen Asset Management in 2006 as a Vice President and Derivatives Analyst, and later that year his responsibilities expanded to include portfolio management duties. Mr. Baker also manages Nuveen Asset Managements derivative overlay group, where he is responsible for implementing derivatives-based hedging strategies across the Nuveen Asset Management municipal strategies complex. Prior to joining Nuveen, 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. He manages investments for four Nuveen-sponsored investment companies, with a total of approximately $1.7 billion under management. |
Additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Funds is provided in the statement of additional information.
How Gresham Has PerformedTAP ®
The tables and charts below illustrate the historical performance of Greshams TAP ® Composite (the Composite ), which is derived from all client accounts managed by Gresham that have employed TAP ® on a long-only basis from its inception date of January 3, 2005 through March 31, 2012, and is relevant only to the portion of the Diversified Commodity Funds assets managed by Gresham. The Composite consisted of 10 client accounts totaling approximately $5.4 billion in assets as of March 31, 2012. These accounts are not subject to all of the same investment restrictions,
Section 2 How We Manage Your Money
15
investment inflows and outflows, and distribution requirements as the Diversified Commodity Fund, which may affect Fund performance. These accounts are also not subject to the diversification requirements and other restrictions imposed by the Investment Company Act of 1940, as amended (the 1940 Act ), and the Internal Revenue Code of 1986, as amended (the Internal Revenue Code ), which, if applicable, might have adversely affected performance. Performance is gross of fees and expenses but net of Class A maximum operating expenses of 1.35% for the Diversified Commodity Fund. Performance calculated on offer price also assumes deduction of the maximum Class A sales charge of 5.75%. These returns would be different for Class C or I shares because of their different sales charges and operating expenses. The tables and charts below also include the historical performance of the Diversified Commodity Funds benchmark, the Dow Jones-UBS Commodities Index, assuming reinvestment of dividends and without reflecting management fees. You cannot invest directly in this index.
Of course, past performance is no indication of future results. The tables and charts presented here represent the performance of other accounts managed by Gresham and not actual Fund performance. Please see www.nuveen.com for the Funds most recent performance information.
Average Annual Total Returns
Periods Ended March 31, 2012 |
||||||||||||||||
1 Year | 3 Years | 5 Years |
Since Inception* |
|||||||||||||
Gresham TAP ® Strategy Composite (NAV) | -11.87 | % | 13.82 | % | -1.26 | % | 2.69 | % | ||||||||
Gresham TAP ® Strategy Composite (Offer) | -16.93 | % | 11.60 | % | -2.42 | % | 1.86 | % | ||||||||
Dow Jones-UBS Commodities Index** | -16.28 | % | 9.05 | % | -2.78 | % | 1.65 | % |
* |
Inception date of Greshams TAP ® strategy was January 3, 2005. |
** | The Dow Jones-UBS Commodities Index tracks a diversified group of commodities and commodities futures contracts traded on both U.S. and London exchanges. |
Management Fees
The management fee schedule for each Fund consists of two components: a Fund-level fee, based only on the amount of assets within a Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by Nuveen Fund Advisors.
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Section 2 How We Manage Your Money
The annual Fund-level fee, payable monthly, is based upon the average daily net assets of each Fund as follows:
Average Daily Net Assets |
Nuveen Gresham
Strategy Fund |
Nuveen Gresham
Long/Short Commodity Strategy Fund |
||||||
For the first $125 million | 0.8000 | % | 1.0000 | % | ||||
For the next $125 million | 0.7875 | % | 0.9875 | % | ||||
For the next $250 million | 0.7750 | % | 0.9750 | % | ||||
For the next $500 million | 0.7625 | % | 0.9625 | % | ||||
For the next $1 billion | 0.7500 | % | 0.9500 | % | ||||
For net assets over $2 billion | 0.7250 | % | 0.9250 | % |
The complex-level fee is the same for each Fund. It begins at a maximum rate of 0.2000% of each Funds average daily net assets, based upon complex-level assets of $55 billion, with breakpoints for eligible assets above that level. Therefore, the maximum management fee rate for each Fund is the Fund-level fee plus 0.2000%. As of March 31, 2012, the effective complex-level fee for each Fund would have been 0.1735% of the Funds average daily net assets.
Nuveen Fund Advisors has agreed to waive fees and/or reimburse expenses so that total annual Fund operating expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, acquired fund fees and expenses and extraordinary expenses) for the Funds do not exceed the percentages of the average daily net assets listed below of any class of Fund shares.
Nuveen Gresham Diversified Commodity Strategy Fund | 1.10% through January 31, 2015 | |
Nuveen Gresham Long/Short Commodity Strategy Fund | 1.50% through January 31, 2015 |
The expense limitations may be terminated or modified prior to their expiration only with the approval of the Board of Trustees of the Funds.
Information regarding the Board of Trustees approval of the investment management agreements for the Funds will be available in the Funds annual report for the fiscal period ended September 30, 2012.
Management of the Subsidiaries
Gresham Diversified Commodity Fund Ltd. and Gresham Long/Short Commodity Fund Ltd. (each a Subsidiary and collectively the Subsidiaries) are wholly-owned subsidiaries of the Funds. The Subsidiaries are organized under the laws of the Cayman Islands and overseen by their own boards of directors. Each Fund is the sole shareholder of its Subsidiary, and it is currently expected that shares of the Subsidiaries will not be sold or offered to other investors.
Nuveen Fund Advisors serves as the investment adviser of the Subsidiaries. Nuveen Fund Advisors has selected Gresham to serve as sub-adviser to the Subsidiaries. Gresham manages the investment of the Subsidiaries assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. The Subsidiaries do not pay Nuveen Fund Advisors or Gresham a management fee for their services. The Subsidiaries have also entered into separate contracts for the provision of custody, transfer agency and audit services. Each Fund, as the sole shareholder of its Subsidiary, will bear the costs of these services, which will ultimately be borne by shareholders of the Funds.
Section 2 How We Manage Your Money
17
The Subsidiaries are managed pursuant to compliance policies and procedures that are the same in all material respects as the policies and procedures adopted by the Funds. As a result, in managing the Subsidiaries portfolio, Nuveen Fund Advisors and Gresham are subject to the same investment policies and restrictions that apply to the management of the Funds, and, in particular, to the requirements relating to leverage, liquidity, brokerage and the timing and method of the valuation of the Subsidiarys portfolio investments and shares of the Subsidiaries. The Funds Chief Compliance Officer oversees implementation of the Subsidiaries policies and procedures and makes periodic reports to the Funds Board of Trustees regarding the Subsidiaries compliance with its policies and procedures.
The Funds investment objectives, which are described in the Fund Summaries section, may be changed without shareholder approval. If your Funds investment objective changes, you will be notified at least 60 days in advance. 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.
The Funds principal investment strategies are discussed in the Fund Summaries section. These are the strategies that the Funds investment adviser and sub-advisers believe are most likely to be important in trying to achieve the Funds investment objectives. This section provides more information about these strategies, as well as information about some additional strategies that the Funds sub-advisers use, or may use, to achieve the Funds objectives. You should be aware that each Fund may also use strategies and invest in securities or other instruments that are not described in this prospectus, but that are described in the statement of additional information. For a copy of the statement of additional information, call Nuveen Investor Services at (800) 257-8787 or visit Nuveens website at www.nuveen.com.
Commodity Investments
Each Fund, through its investment in its Subsidiary, invests in a diversified portfolio of exchange-traded commodity futures contracts. Other commodity-linked derivative instruments in which each Fund and its Subsidiary may invest include commodity forward contracts, commodity swaps, options on commodity futures contracts and commodity-linked structured notes. Commodity futures and forward contracts are financial instruments in which a buyer agrees to purchase and a seller agrees to sell a designated commodity for a fixed price at a specified future date. Commodity futures may be listed on U.S. or non-U.S exchanges and thus traded at market prices pursuant to terms common to all market participants, while commodity forwards are typically privately negotiated between the buyer and a counterparty. A commodity swap is an agreement between two parties to exchange cash flows or returns (or differences in returns) on a commodity, commodity basket or commodity index. An option on a futures contract gives the holder the right to enter into a specified futures contract; if the option is exercised, the initial holder of the option would enter into the long side of the contract and would buy the underlying asset at the futures price. A structured note is a debt instrument the return on which is tied to a reference asset or rate, such as a commodity, commodity basket or commodity index.
18
Section 2 How We Manage Your Money
In the event a Fund is unable to fully implement its investment strategy due to changes in regulations, counterparty matters, or other circumstances, the Fund may seek to gain commodity exposure by investing, either directly or through the Subsidiary, in securities of certain investment companies and other pooled investment vehicles that invest primarily in commodities or commodity-linked derivative instruments, and in exchange-traded notes linked to the value of commodities.
Fixed Income Investments
Each Funds commodity investments generally will not require significant outlays of principal. Each Fund may invest up to 25% of its net assets in the Subsidiary, which will serve as margin to secure its Subsidiarys futures contract positions. These assets are placed in commodity futures accounts maintained by the Subsidiaries clearing broker, and are invested by the clearing broker in high-quality instruments permitted under CFTC regulations.
Each Funds remaining assets are invested by Nuveen Asset Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at the time of investment. The Funds fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds investments in cash equivalents and short-term debt securities (other than U.S. government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality.
For temporary defensive purposes and during periods of high cash inflows or outflows, the Funds may depart from their principal investment strategies and invest up to 100% of their net assets in cash equivalents, U.S. government securities and other high-quality short-term debt securities. During such periods, the Funds may not be able to achieve their investment objectives. A Fund may adopt a defensive strategy when Nuveen Fund Advisors and Gresham believe the instruments in which the Fund normally invests have elevated risks due to political or economic factors, in the event that unanticipated legal or regulatory developments interfere with implementation of the Funds principal investment strategies, and in other extraordinary circumstances. For more information on eligible fixed income investments, see the statement of additional information.
Investment Companies and Other Pooled Investment Vehicles
The Funds may invest in securities of other open-end or closed-end investment companies, including exchange-traded funds ( ETFs ), that invest primarily in securities and other instruments of the types in which the Funds may invest directly. In addition, the Funds may invest in pooled investment vehicles (other than investment companies) that invest primarily in securities and other instruments in which the Funds may invest directly. The 1940 Act limits the extent to which the Funds may invest in other investment companies, including ETFs. However, the Funds may invest in the securities of 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 securities generally designed to track the performance of a securities
Section 2 How We Manage Your Money
19
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.
When-Issued or Delayed-Delivery Transactions
Each Fund may buy or sell debt 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.
Portfolio Holdings Disclosure
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 each Fund is available on the Funds websitewww.nuveen.comby clicking the Individual Investors link and then clicking the Products & PerformanceMutual Funds link and following the applicable link for your Fund. 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 portfolio holdings information is generally made available on the Funds website ten business days after the end of each month. This information will remain available on the website until the Funds file with the Securities and Exchange Commission their annual, semi-annual or quarterly holdings report for the fiscal period that includes the date(s) as of which the website information is current.
Risk is inherent in all investing. Investing in a mutual fund involves 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. Therefore, before investing you should consider carefully the principal risks and certain other risks that you assume when you invest in the Funds. These risks are listed alphabetically below. Because of these risks, you should consider an investment in the Funds to be a long-term investment.
Principal Risks
Clearing broker risk: The failure or bankruptcy of a Subsidiarys clearing broker could result in a substantial loss of Fund assets. Under current CFTC regulations, a clearing broker maintains customers assets that secure commodity futures positions in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing brokers bankruptcy. In that event, the clearing brokers customers, such as a Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing brokers customers.
Commodity risk: Investments in commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. These price changes may be magnified by computer-driven algorithmic trading, which is becoming more prevalent in the commodities markets. Price movements are outside of the Funds control, are extremely difficult to predict and may not be anticipated by Gresham. Because the Funds have a significant portion of their assets
20
Section 2 How We Manage Your Money
concentrated in commodity-linked derivative instruments, developments affecting commodities will have a disproportionate impact on the Funds. Such development may include, among other things:
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governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; |
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weather and climate conditions; |
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changing supply and demand relationships; |
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changes in international balances of payments and trade; |
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U.S. and international rates of inflation; |
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currency devaluations and revaluations; |
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U.S. and international political and economic events; |
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changes in interest and foreign currency/exchange rates; |
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market liquidity; and |
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changes in philosophies and emotions of market participants. |
The Funds investments in commodity-linked derivative instruments may subject the Funds to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. Although each Funds commodity exposure as a whole will not be leveraged (i.e., each Funds commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage. Such leverage creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of a Funds net asset value), and there can be no assurance that a Funds use of leverage will be successful.
The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some foreign exchanges limit the amount of fluctuation permitted in futures contract prices during any single trading day by regulations referred to as daily price fluctuation limits. The maximum or minimum price of a contract as a result of these limits is referred to as a limit price. If the limit price has been reached in a particular contract, no trades may be made beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
No active trading market may exist for certain commodities investments, which may impair the ability of the Funds to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments.
Counterparty risk: Certain commodity-linked derivative instruments, repurchase agreements, swap agreements and other forms of financial instruments that involve counterparties subject the Funds to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its obligations. In the event of default, the Funds could experience lengthy delays in recovering some or all of their assets or no recovery at all. A Funds investments in the futures markets also introduce the risk that its futures commission merchant ( FCM ) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Section 2 How We Manage Your Money
21
Credit risk: Each Fund is subject to the risk that the issuers of debt securities held by the Fund will not make payments on the securities. There is also the risk that an issuer could suffer adverse changes in financial condition that could lower the credit quality of a security. This could lead to greater volatility in the price of the security and in shares of the Fund. Also, a change in the credit quality rating of a bond could affect the bonds liquidity and make it more difficult for the Fund to sell. When a Fund purchases unrated securities, it will depend on Nuveen Asset Managements analysis of credit risk without the assessment of an independent rating organization, such as Moodys or Standard & Poors.
Derivatives risk: The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities or other instruments. Among the risks presented are market risk, credit risk, management risk and liquidity risk. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by a Fund will not correlate with the underlying instruments or the Funds other investments.
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. Derivative instruments also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments terms. These risks are heightened when the management team uses derivatives to enhance a 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 Funds.
In addition, when the Funds invest in certain derivative securities, including, but not limited to, when-issued securities, forward commitments, futures contracts and swaps, they are effectively leveraging their investments, which could result in exaggerated changes in the net asset value of the Funds shares and can result in losses that exceed the amount originally invested. The success of a Funds derivatives strategies will depend on the sub-advisers 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. A Fund may also enter into OTC transactions in derivatives. Transactions in the OTC markets generally are conducted on a principal-to-principal basis. The terms and conditions of these instruments generally are not standardized and tend to be more specialized or complex, and the instruments may be harder to value. In general, there is less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges. In addition, certain derivative instruments and markets may not be liquid, which means a Fund may not be able to close out a derivatives transaction in a cost-efficient manner.
The Long/Short Commodity Fund may take short positions in derivatives, which may involve greater risks than long positions, as the risk of loss on short positions is theoretically unlimited (unlike a long position, in which the risk of loss may be limited to the amount invested).
Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Funds ability to
22
Section 2 How We Manage Your Money
use derivatives, and may adversely affect the performance of some derivative instruments used by the Funds as well as the Funds ability to pursue their investment objectives through the use of such instruments.
Frequent trading risk: Gresham regularly purchases and subsequently sells, i.e. rolls, individual commodity futures and forward contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions or mark-ups to broker-dealers that the Subsidiaries pay when they buy and sell contracts, which may detract from the Funds performance.
Income risk: Each Funds income from its fixed income investments could decline due to falling market interest rates. This is because, in a falling interest rate environment, a Fund generally will have to invest the proceeds from sales of Fund shares, as well as the proceeds from maturing debt securities, in lower-yielding securities.
Interest rate risk: Debt securities in the Funds will fluctuate in value with changes in interest rates. In general, debt securities will increase in value when interest rates fall and decrease in value when interest rates rise. Longer-term debt securities are generally more sensitive to interest rate changes.
Non-U.S. investment risk: The Funds may invest in commodity futures contracts traded on non-U.S. exchanges or enter into over-the-counter derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risks because they may not subject to the same degree of regulation as their U.S. counterparts.
Regulatory risk: Each Fund and its Subsidiary are presently exempt from regulation by the CFTC as commodity pools. However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, will likely subject each Fund and its Subsidiary to regulation by the CFTC and impose on them additional disclosure, reporting and recordkeeping rules. Compliance with these additional rules may increase the Funds expenses. Certain of the rules that would apply to the Funds if they become subject to CFTC regulation have not yet been adopted, and it is unclear what effect such rules would have on the Funds if they are adopted. In addition, the CFTC has recently implemented final regulations that impose position limits and limit formulas on 28 physical commodity futures and options contracts, including energy and metals contracts, and on physical commodity swaps that are economically equivalent to such contracts. Greshams investment decisions may need to be modified, and commodity contract positions held by the Funds and/or the Subsidiaries may have to be liquidated at disadvantageous times or prices, to avoid exceeding these position limits, potentially subjecting the Funds to substantial losses. The regulation of commodity transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse to the Fund.
Short sales risk: The Long/Short Commodity Fund may sell futures contracts short. In a short sale transaction, the Fund must deliver the underlying commodity at the contract price to a buyer of the contract who stands for delivery under the rules of the exchange that lists the contract or must offset the contract by entering into an opposite and offsetting transaction in the
Section 2 How We Manage Your Money
23
market. The price at such time may be higher or lower than the price at which the futures contract was sold short. If the underlying price of the futures contract declines between the time that the Fund sells the contract short and offsets the contract, the Fund will realize a gain on the transaction. Conversely, if the price of the underlying short futures contract goes up during the period, the Fund will realize a loss on the transaction. A short sale creates the risk of an unlimited loss because the price of the underlying commodity in a futures contract could theoretically increase without limit, thus increasing the cost of covering the short positions. In circumstances where a market has reached its maximum price limits imposed by the exchange, the short seller may be unable to offset its short position until the next trading day, when prices could expand again in rapid trading. Short selling is considered leverage and may magnify gains or losses for the Fund.
Subsidiary risk: By investing in its Subsidiary, each Fund is indirectly exposed to the risks associated with the Subsidiarys investments. The investments held by the Subsidiaries are generally similar to those that are permitted to be held by the Funds and are subject to the same risks that apply to similar investments if held directly by the Funds. The Subsidiaries are not registered under the 1940 Act and, unless otherwise noted in this prospectus, are not subject to all the investor protections of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Funds and/or the Subsidiaries to operate as described in this prospectus and could adversely affect the Funds and their shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiaries must pay Cayman Islands governmental authority taxes, the Funds shareholders would likely suffer decreased investment returns.
Tax risk: Each Funds ability to make direct and indirect investments in commodity-linked derivative instruments is limited by the Funds intention to qualify each year as a regulated investment company under the Internal Revenue Code. Each Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure to commodities while permitting it to satisfy the requirements applicable to regulated investment companies. However, if a Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. There have been and likely will continue to be proposals for various amendments to U.S. federal income tax laws that could, if enacted, have adverse effects on the Funds, their investments, or their shareholders. See Dividends, Distributions and TaxesTaxes and Tax Reporting.
Other Risks
Call risk: Many bonds may be redeemed at the option of the issuer, or called, before their stated maturity date. In general, an issuer will call its bonds if they can be refinanced by issuing new bonds which bear a lower interest rate. Each of the Funds is subject to the possibility that during periods of falling interest rates, a bond issuer will call its high-yielding bonds. A Fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
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Section 2 How We Manage Your Money
Inflation risk: The value of assets or income from investments may be less in the future as inflation decreases the value of money. As inflation increases, the value of a Funds assets can decline, as can the value of a Funds distributions.
Pooled investment vehicle risk: Each Fund may invest in securities of other open-end or closed-end investment companies, including ETFs, and other pooled investment vehicles. As a shareholder in a pooled investment vehicle, the Funds will bear their ratable share of that vehicles 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 Funds invest in other pooled investment vehicles. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs or other exchange-traded pooled investment vehicles. Securities of other pooled investment vehicles may be leveraged, in which case the value and/or yield of such securities will tend to be more volatile than securities of unleveraged vehicles.
Small fund risk: The Funds currently have less assets than similar funds, and like other relatively small funds, large inflows and outflows may impact a Funds market exposure for limited periods of time, causing a Funds performance to vary from that of a Funds model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. The Funds have policies in place which seek to reduce the impact of these flows where Nuveen Fund Advisors has prior knowledge of them. If any individual shareholder (or several shareholders whose investment in a Fund is controlled by a single decision-maker such as an advisor) owns a large percentage of the Funds shares, and if such shareholder chooses to redeem his or her shares at one time, the Fund may have difficulty selling its assets or closings its positions in a timely manner to raise the cash necessary to meet the redemption request, in which case the Fund may have to borrow money to do so. In such an instance, the Funds remaining shareholders would bear the costs of such borrowings, and the Fund would be subject to leverage risk (to the extent such leverage exceeded the amount of portfolio sales awaiting settlement) as long as such borrowings were outstanding. Rapid portfolio sales or positions closings in response to such a large redemption might also cause a Fund to experience above-normal transaction costs, and might disrupt the overall composition of the Funds portfolio and thereby impede the Funds ability to optimally pursue its investment strategy.
When-issued or delayed-delivery transactions risk: Each Fund may buy or sell debt securities on a when-issued or delayed-delivery basis. 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.
Section 2 How We Manage Your Money
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The Funds offer multiple 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 or other financial intermediary for providing ongoing service to you. Nuveen Securities, LLC (the Distributor ), a subsidiary of Nuveen Investments and the distributor of the Funds, 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 Funds are as follows:
Amount of Purchase |
Sales Charge as
% of Public Offering Price |
Sales Charge as %
of Net Amount Invested |
Maximum
Commission as % of Public Offering Price |
|||||||||
Less than $50,000 | 5.75 | % | 6.10 | % | 5.00 | % | ||||||
$50,000 but less than $100,000 | 4.50 | 4.71 | 4.00 | |||||||||
$100,000 but less than $250,000 | 3.75 | 3.90 | 3.25 | |||||||||
$250,000 but less than $500,000 | 2.75 | 2.83 | 2.50 | |||||||||
$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. The Distributor pays financial intermediaries of record a commission equal to 1% of the first $2.5 million, plus 0.75% of the next $2.5 million, plus 0.50% of the amount over $5 million. Unless you are eligible for a waiver, you may be assessed a contingent deferred sales charge ( CDSC ) of 1% if you redeem any of your shares within 12 months of purchase. See How to Sell SharesContingent Deferred Sales Charge below for more information. |
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 or other financial intermediary for providing ongoing service to you. The annual 0.75% distribution fee compensates the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission as well as an advance of the first years service and distribution fees. The Distributor 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 redemption proceeds. You do not pay a CDSC on any Class C shares you purchase by reinvesting dividends.
The Funds have 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.
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Section 3 How You Can Buy and Sell Shares
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. As Class I shares are not subject to sales charges or ongoing service or distribution fees, they have lower ongoing expenses than the other classes.
Class I shares are available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be lowered to $250 for clients of financial intermediaries that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of financial intermediaries anticipated to reach this Class I share holdings level.
Class I shares are also available for purchase by family offices and their clients. A family office is a company that provides certain financial and other services to a high net worth family or families. The minimum initial investment for family offices and their clients is $100,000, but this minimum will be lowered to $250 for clients of family offices that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of family offices anticipated to reach this Class I share holdings level.
Class I shares are also available for purchase, with no minimum initial investment, by the following categories of investors:
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Certain employer-sponsored retirement plans. |
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Certain bank or broker-affiliated trust departments. |
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Advisory accounts of Nuveen Fund Advisors and its affiliates. |
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Current and former trustees/directors of any Nuveen Fund, and their immediate family members (as defined in the statement of additional information). |
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Officers, directors and former directors of Nuveen Investments and its affiliates, and their immediate family members. |
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Full-time and retired employees of Nuveen Investments and its affiliates, and their immediate family members. |
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Certain financial intermediary personnel, and their immediate family members. |
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. Additional information is also available from your financial advisor, who can also help you prepare any necessary application forms.
The Funds offer a number of ways to reduce or eliminate the up-front sales charge on Class A shares. See What Share Classes We Offer (above) for a discussion of eligibility requirements for purchasing Class I shares.
Section 3 How You Can Buy and Sell Shares
27
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 a Fund, you may be able to add the amount of your purchase to the value, based on the current net asset value per share, 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 a 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 domestic partner and children under the age of 21 years, 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).
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 Portfolio and Nuveen Mutual Fund distributions. |
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Certain employer-sponsored retirement plans. |
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Employees of Nuveen Investments and its affiliates. Purchases by full-time and retired employees of Nuveen Investments and its affiliates and such employees immediate family members (as defined in the statement of additional information). |
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Current and former trustees/directors of the Nuveen Funds. |
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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 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 Funds 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 Funds 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 the Distributor at the time of each
28
Section 3 How You Can Buy and Sell Shares
purchase if you are eligible for any of these programs. The Funds 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 the Distributor receives your order and on the share class you are purchasing. 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 Funds.
Through a Financial Advisor
You may buy shares through your financial advisor, who can handle all the details for you, including opening a new account. Financial advisors can also 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 s
Eligible investors may purchase shares directly from the Funds.
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By wire. You can purchase shares by making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to a Fund. After receiving your form, a service representative will contact you with your account number and wiring instructions. Your order will be priced at the next closing share price based on the share class of your Fund, calculated after your Funds custodian receives your payment by wire. Wired funds must be received prior to 4:00 p.m. New York time to be eligible for same day pricing. Neither your Fund nor the transfer agent is responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions. Before making any additional purchases by wire, you should call Nuveen Investor Services at (800) 257-8787. You cannot purchase shares by wire on days when federally chartered banks are closed. |
Section 3 How You Can Buy and Sell Shares
29
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By mail. You may open an account directly with the Funds 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. |
The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services, or receipt at the post office box above, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Funds.
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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, click the Individual Investors link on www.nuveen.com and then choose Account Access under the Resources tab. 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. See Special ServicesFund Direct below. |
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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. See Special ServicesFund Direct below. |
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 Investor Services at (800) 257-8787 for copies of the necessary forms.
Systematic Investing
Once you have opened an account satisfying the applicable investment minimum, systematic investing allows you to make regular additional investments through automatic deductions from your bank account, directly from your paycheck, or from exchanging shares from another mutual fund account. The minimum automatic deduction is $100 per month. There is no charge to participate in your 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 $100 or more per month by authorizing your Fund to draw pre-authorized checks on your bank account. |
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From your paycheck. With your employers consent, you can make systematic investments each pay period (collectively meeting the monthly minimum of $100) by authorizing your employer to deduct monies from your paycheck. |
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Systematic exchanging. You can make systematic investments by authorizing the Distributor to exchange shares from one Nuveen Mutual |
30
Section 3 How You Can Buy and Sell Shares
Fund account into another identically registered Nuveen Mutual Fund 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 each Funds systematic withdrawal plan.
You should not establish systematic withdrawals if you intend to make concurrent purchases of Class A or Class 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.
Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days notice of any material revision to or termination of the exchange privilege.
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 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 your Fund has received your properly
Section 3 How You Can Buy and Sell Shares
31
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 business days from your purchase date.
You may sell your shares (1) through a financial advisor or (2) directly to the Funds.
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 Funds
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By mail. You can sell your shares at any time by sending a written request to the appropriate 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); |
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Any certificates you have for the shares; and |
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Any required signature guarantees. |
After you have established your account, signatures on a written request must be guaranteed if:
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You would like redemption proceeds payable or sent to any person, address or bank account other than that on record; |
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You have changed the address on your Funds records within the last 30 days; |
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Your redemption request is in excess of $50,000; or |
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You are requesting a change in ownership on your account. |
Non-financial transactions, including establishing or modifying certain services such as changing bank information on an account, will require a signature guarantee or signature verification from a Medallion Signature Guarantee Program member or other acceptable form of authentication from a financial institution source. In addition to the situations described above, the Funds reserve the right to require a signature guarantee, or another acceptable form of signature verification, in other instances based on the circumstances of a particular situation.
A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers and member firms of a national securities exchange may guarantee
32
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.
signatures. Call your financial intermediary to determine if it has this capability. A notary public is not an acceptable signature guarantor. Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested.
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On-line. You may redeem shares or exchange shares between existing, identically registered accounts on-line. To access your account, click the Individual Investors link on www.nuveen.com and then choose Account Access under the Resources tab. 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. |
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By telephone. If your account is held with your 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 in your bank account. |
Contingent Deferred Sales Charge
If you redeem Class A or Class C shares that are subject to a CDSC, you may be assessed a CDSC upon redemption. When you redeem Class A or Class C shares subject to a CDSC, your 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 the Distributor. The CDSC may be waived under certain special circumstances as described in the statement of additional information.
Accounts with Low Balances
The Funds reserve the right to liquidate or assess a low balance fee on any account held directly with the Funds that has a balance that has fallen below the account balance minimum of $1,000 for any reason, including market fluctuations.
If a Fund elects to exercise the right to assess a low balance fee, then annually the Fund will assess a $15 low balance account fee on certain accounts with balances under the account balance minimum that are IRAs,
Section 3 How You Can Buy and Sell Shares
33
Coverdell Education Savings Accounts or accounts established pursuant to the UTMA or UGMA. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Prior to the assessment of any low balance fee or liquidation of low balance accounts, affected shareholders will receive a communication notifying them of the pending action, thereby providing time to ensure that balances are at or above the account balance minimum prior to any fee assessment or account liquidation. You will not be assessed a CDSC if your account is liquidated.
34
Section 3 How You Can Buy and Sell Shares
To help you understand the tax implications of investing in the Funds, this section includes important details about how the Funds make distributions to shareholders. We discuss some other Fund policies as well. Please consult the statement of additional information and your tax advisor for more information about taxes.
The Funds intend to pay income dividends and any taxable gains annually.
Payment and Reinvestment Options
The Funds automatically reinvest your dividends in additional Fund shares unless you request otherwise. You may request to have your dividends paid to you by check, sent via electronic funds transfer through Automated Clearing House network or reinvested in shares of another Nuveen Mutual Fund. For further information, contact your financial advisor or call Nuveen Investor Services at (800) 257-8787. If you request that your distributions be paid by check but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in Fund shares at the current net asset value.
Non-U.S. Income Tax Considerations
Investment income that the Funds receive from their non-U.S. investments may be subject to non-U.S. income taxes, which generally will reduce Fund distributions. However, the United States has entered into tax treaties with many non-U.S. countries that may entitle you to certain tax benefits.
Taxes and Tax Reporting
Each Fund intends to elect to be treated and qualify each year as a regulated investment company under the Internal Revenue Code. A regulated investment company is not subject to tax at the corporate level on income and gains from investments that are distributed to shareholders. In order to qualify as a regulated investment company, each Fund must derive at least 90% of its gross income for each taxable year from qualifying income as defined under the Internal Revenue Code and meet other requirements with respect to asset diversification and distribution of income. If a Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all distributions to shareholders from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as dividend income.
Taxable income and realized gains arising from the types of commodity-linked derivative instruments in which the Subsidiaries will invest would not constitute qualifying income were it earned directly by the Funds. Consequently, each Funds investment in its Subsidiary is intended to provide exposure to commodities while allowing the Fund to satisfy the requirements applicable to regulated investment companies under current law. The Internal Revenue Service has previously issued private letter rulings to mutual funds to the effect that income deemed to be received from their
Section 4 General Information
35
wholly-owned subsidiaries was qualifying income without regard to whether it is paid to the parent mutual fund in the form of a cash dividend. In 2011, the Internal Revenue Service suspended the issuance of such rulings while it considers the release of published guidance on the issue, but it is unclear when or if such guidance will be forthcoming. The Funds have not received a private letter ruling. In the absence of a private letter ruling or published guidance, the Funds will rely upon an opinion of counsel to the effect that, consistent with Section 851(b) of the Internal Revenue Code, income received from a controlled foreign corporation by the Funds will be considered qualifying income if it is distributed from the controlled foreign corporation in the year earned, and the Subsidiaries will be operated consistent with this statutory provision. It is anticipated that for federal income tax purposes, income and capital gain earned by the Subsidiaries and distributed to the Funds and their shareholders will be considered a distribution of net investment income generally taxable to shareholders as ordinary income. Net losses earned by the Subsidiaries may not be netted with income or gain earned within the Funds and may not be carried forward for use in future years.
The Funds 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 a Fund holds its assets). Dividends from a 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. Certain ordinary income distributions received from a Fund that are determined to be qualified dividend income may be taxed at tax rates equal to those applicable to long-term capital gains. However, it is unlikely that dividends from the Funds will qualify to any significant extent for designation as qualified dividend income. 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, the Distributor 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, you fail to provide certain certifications to your Fund, you fail to certify whether you are a U.S. citizen or a U.S. resident alien, or the Internal Revenue Service notifies the Fund to withhold, federal law requires your Fund to withhold federal income tax from your distributions and redemption proceeds at the applicable withholding rate.
Buying or Selling Shares Close to a Record Date
Buying Fund shares shortly before the record date for a taxable dividend or capital gain distribution is commonly known as buying the dividend. The entire dividend may be taxable to you even though a portion of the dividend effectively represents a return of your purchase price.
36
Section 4 General Information
Cost Basis Method
You may elect a cost basis method to apply to all existing and future accounts you may establish. The cost basis method you select will determine the order in which shares are redeemed and how your cost basis information is calculated and subsequently reported to you and to the Internal Revenue Service. Please consult your tax advisor to determine which cost basis method best suits your specific situation. If you hold your account directly with a Fund, please contact Nuveen Investor Services at (800) 257-8787 for instructions on how to make your election. If you hold your account with a financial intermediary, please contact that financial intermediary for instructions on how to make your election. If you hold your account directly with a Fund and do not elect a cost basis method, your account will default to the average cost basis method. For a definition of average cost basis method, please see the glossary. Financial intermediaries choose their own default method.
The Distributor serves as the selling agent and distributor of the Funds shares. In this capacity, the Distributor manages the offering of the Funds shares and is responsible for all sales and promotional activities. In order to reimburse the Distributor for its costs in connection with these activities, including compensation paid to financial intermediaries, each 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.
Under the plan, the Distributor receives a distribution fee for Class C shares primarily for providing compensation to financial intermediaries, including the Distributor, in connection with the distribution of shares. The Distributor receives a service fee for Class A and Class C shares to compensate financial intermediaries, including the Distributor, 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 the Distributor for other expenses, including printing and distributing prospectuses to persons other than shareholders, and preparing, printing, and distributing advertising materials, 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. Long-term holders of Class C shares may pay more in distribution and service fees and CDSCs than the economic equivalent of the maximum front-end sales charge permitted under the Financial Industry Regulatory Authority Conduct Rules.
Other Payments to Financial Intermediaries
In addition to the sales commissions and certain payments from distribution and service fees to financial intermediaries as previously described, the Distributor 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
Section 4 General Information
37
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 the Distributor 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 2011, these payments in the aggregate were approximately 0.070% to 0.073% 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. The Distributor may also make payments to financial intermediaries in connection with sales meetings, due diligence meetings, prospecting seminars and other meetings at which the Distributor promotes its products and services.
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, the Distributor 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 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 amounts of payments to a financial intermediary could be significant, and may create an incentive for the intermediary or its representatives to recommend or offer shares of the Funds to you. The intermediary may elevate the prominence or profile of the Funds within the intermediarys organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Distributor and/or its affiliates preferential or enhanced opportunities to promote the Funds in various ways within the intermediarys organization.
The price you pay for your shares is based on your 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 each Fund by taking the value of the classs 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 designee; however, the Board of Trustees retains oversight responsibility for valuing the Funds portfolio securities.
In determining net asset value, portfolio instruments generally are valued using prices provided by independent pricing services or obtained from other sources, such as broker-dealer quotations, all as approved by the
38
Section 4 General Information
Board of Trustees. Exchange-traded instruments generally are valued at the last reported sales price or official closing price on an exchange, if available. Independent pricing services typically value non-exchange-traded instruments utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows, and transactions for comparable instruments. In pricing certain instruments, the pricing services may consider information about an instruments issuer or market activity provided by the Funds investment adviser or sub-advisers.
If a price cannot be obtained from a pricing service or other pre-approved source, or if Nuveen Fund Advisors deems such price to be unreliable, a portfolio instrument may be valued by a Fund at its fair value as determined in good faith by the Board of Trustees or its designee. As a general principle, the fair value of a portfolio instrument is the amount that an owner might reasonably expect to receive upon the instruments current sale. A range of factors and analysis may be considered when determining fair value, including relevant market data, interest rates, credit considerations and/or issuer-specific news. A Fund may rely on an independent fair valuation service in making any such fair value determinations. A security that is fair valued may be valued at a price higher or lower than actual market quotations, the last price determined by the pricing service, the last bid or ask price in the market or the value determined by other funds using their own fair valuation procedures.
If a Fund holds portfolio instruments that are primarily listed on non-U.S. exchanges, the value of such instruments may change on days when shareholders will not be able to purchase or redeem the Funds shares.
The Funds are 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 Funds. However, the Funds are also mindful that shareholders may have valid reasons for periodically purchasing and redeeming Fund shares.
Accordingly, the Funds have 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 Funds 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 Funds primarily receive share purchase and redemption orders through third-party financial intermediaries, some of whom rely on the use of omnibus accounts. An omnibus account typically includes multiple investors and provides the Funds only with a net purchase or redemption amount on any given day where multiple purchases, redemptions and exchanges of
Section 4 General Information
39
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 Funds. Despite the Funds efforts to detect and prevent frequent trading, the Funds may be unable to identify frequent trading because the netting effect in omnibus accounts often makes it more difficult to identify frequent traders. The 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 the Distributor in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent frequent trading in the Funds through such accounts. Technical limitations in operational systems at such intermediaries or at the Distributor may also limit the Funds ability to detect and prevent frequent trading. In addition, the Funds 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 Funds reasonably believe 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 Funds do not knowingly permit frequent trading, they cannot guarantee that they will be able to identify and restrict all frequent trading activity.
The Funds reserve the right in their sole discretion to waive unintentional or minor violations (including transactions below certain dollar thresholds) if they determine 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 Funds may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.
The 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 transaction or a series of transactions involves market timing or excessive trading that may be detrimental to Fund shareholders. The Funds also reserve the right to reject any purchase order, including exchange purchases, for any reason. For example, a 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.
40
Section 4 General Information
The custodian of the assets of the Funds is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian also provides certain accounting services to the Funds. The Funds transfer, shareholder services and dividend paying agent, Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.
Section 4 General Information
41
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Average cost basis method: Calculating cost basis by determining the average price paid for Fund shares that may have been purchased at different times for different prices. |
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Derivatives: Financial instruments whose performance is derived from the performance of an underlying asset, security or index. Derivatives may be 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. |
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Fixed income or debt securities: Securities whose coupons or periodic cash flows are known or the method of derivation is known at the time of purchase. |
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Forward contracts: Derivative contracts obligating buyers to purchase an asset or sellers to sell an asset at a predetermined future date and price. Unlike futures contracts, forward contracts trade over the counter. |
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Futures: Derivative contracts obligating buyers to purchase an asset or sellers to sell an asset at a predetermined future date and price. Futures contracts are standardized to facilitate trading on a futures exchange. |
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Money market securities: Financial instruments with high liquidity and very short maturities. Money market securities consist of negotiable certificates of deposit (CDs), bankers acceptances, U.S. Treasury bills, commercial paper, municipal notes, federal funds and repurchase agreements. |
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Options: Derivative contracts giving buyers 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. |
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Pooled investment vehicles: Investment vehicles designed to facilitate investment by combining capital from many investors and deploying it according to a particular investment strategy. |
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Structured notes: Derivatives contracts, structured as debt instruments, the return on which is tied to a reference asset or rate such as a commodity, commodity basket or commodity index. |
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Swaps: Derivative contracts in which two parties agree to exchange one stream of cash flows for another stream. Swap agreements define the dates when the cash flows will be paid and how the cash flows are calculated. |
42
Section 5 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-National
All-American Municipal Bond
High Yield Municipal Bond
Inflation Protected Municipal Bond
Intermediate Duration Municipal Bond
Limited Term Municipal Bond
Short Term Municipal Bond
Municipal-State
Arizona Municipal Bond
California High Yield Municipal Bond
California Municipal Bond
Colorado Municipal Bond
Connecticut Municipal Bond
Georgia Municipal Bond
Kansas Municipal Bond
Kentucky Municipal Bond
Louisiana Municipal Bond
Maryland Municipal Bond
Massachusetts Municipal Bond
Michigan Municipal Bond
Minnesota Intermediate Municipal Bond
Minnesota Municipal Bond
Missouri Municipal Bond
Nebraska Municipal Bond
New Jersey Municipal Bond
New Mexico Municipal Bond
New York Municipal Bond
North Carolina Municipal Bond
Ohio Municipal Bond
Oregon Intermediate Municipal Bond
Municipal-State (continued)
Pennsylvania Municipal Bond
Tennessee Municipal Bond
Virginia Municipal Bond
Wisconsin Municipal Bond
Taxable Fixed Income
Core Plus Bond
Global Total Return Bond
High Income Bond
Inflation Protected Securities
Intermediate Government Bond
Intermediate Term Bond
Preferred Securities
Short Term Bond
Strategic Income
Symphony Credit Opportunities
Symphony Floating Rate Income
Global/International
International
International Select
Santa Barbara Global Growth
Santa Barbara International Growth
Symphony International Equity
Tradewinds Emerging Markets
Tradewinds Global All-Cap
Tradewinds Global Resources
Tradewinds International Value
Tradewinds Japan
Tradewinds Small-Cap Opportunities
Value
Dividend Value
Large Cap Value
Mid Cap Value
Multi-Manager Large-Cap Value
NWQ Large-Cap Value
NWQ Multi-Cap Value
NWQ Small-Cap Value
NWQ Small/Mid-Cap Value
Small Cap Value
Symphony Large-Cap Value
Tradewinds Value Opportunities
Growth
Large Cap Growth Opportunities
Mid Cap Growth Opportunities
Santa Barbara Growth
Small Cap Growth Opportunities
Symphony Large-Cap Growth
Winslow Large-Cap Growth
Core
Large Cap Select
Mid Cap Select
Santa Barbara Dividend Growth
Small Cap Select
Symphony Mid-Cap Core
Symphony Optimized Alpha
Symphony Small-Mid Cap Core
Real Assets
Global Infrastructure
Real Asset Income
Real Estate Securities
Asset Allocation
Intelligent Risk Conservative Allocation
Intelligent Risk Growth Allocation
Intelligent Risk Moderate Allocation
Strategy Aggressive Growth Allocation
Strategy Balanced Allocation
Strategy Conservative Allocation
Strategy Growth Allocation
Tactical Market Opportunities
Quantitative/Enhanced
Quantitative Enhanced Core Equity
Index
Equity Index
Mid Cap Index
Small Cap Index
Several additional sources of information are available to you, including the codes of ethics adopted by the Funds, Nuveen Investments, Nuveen Fund Advisors, Nuveen Asset Management and Gresham. The statement of additional information, incorporated by reference into this prospectus, contains detailed information on the policies and operation of the Funds 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 their 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 Investor Services 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 ). Reports and other information about the Funds are available on the EDGAR Database on the SECs website 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 SEC may charge a copying fee for this information.
The Funds are series of Nuveen Investment Trust V, whose Investment Company Act file number is 811-21979.
Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
www.nuveen.com
MPR-GRESH-0712P
July 30, 2012
Nuveen Gresham Diversified Commodity Strategy Fund
Ticker Symbols: Class ANGVAX, Class CNGVCX, Class INGVIX
Nuveen Gresham Long/Short Commodity Strategy Fund
Ticker Symbols: Class ANGSAX, Class CNGSCX, Class INGSIX
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (SAI) is not a prospectus. This SAI relates to, and should be read in conjunction with, the Prospectus dated July 30, 2012 for Nuveen Gresham Diversified Commodity Strategy Fund (the Diversified Commodity Fund) and Nuveen Gresham Long/Short Commodity Strategy Fund (the Long/Short Commodity Fund) (each, a Fund, and collectively, the Funds), each a series of Nuveen Investment Trust V. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Securities, LLC (the Distributor), or from a Fund, by written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, or by calling (800) 257-8787.
The audited financial statements for each Funds first fiscal period will appear in the Funds Annual Report dated September 30, 2012, which will be incorporated herein by reference and will be available without charge by calling (800) 257-8787.
TABLE OF CONTENTS
Page | ||||
General Information | S-3 | |||
Investment Restrictions | S-3 | |||
Investment Policies and Techniques | S-4 | |||
S-4 | ||||
S-5 | ||||
S-6 | ||||
S-13 | ||||
S-15 | ||||
S-15 | ||||
S-16 | ||||
S-16 | ||||
S-17 | ||||
S-17 | ||||
Management | S-18 | |||
S-26 | ||||
S-29 | ||||
S-32 | ||||
S-34 | ||||
S-34 | ||||
Service Providers | S-34 | |||
S-34 | ||||
S-35 | ||||
S-36 | ||||
Independent Registered Public Accounting Firm, Custodian and Transfer Agent |
S-39 |
Page | ||||
Codes of Ethics | S-39 | |||
Proxy Voting Policies | S-39 | |||
Portfolio Transactions | S-39 | |||
S-41 | ||||
Disclosure of Portfolio Holdings | S-41 | |||
Net Asset Value | S-43 | |||
Shares of Beneficial Interest | S-43 | |||
Tax Matters | S-43 | |||
S-43 | ||||
S-44 | ||||
S-44 | ||||
S-44 | ||||
S-45 | ||||
S-45 | ||||
S-45 | ||||
S-45 | ||||
S-45 | ||||
S-45 | ||||
S-46 | ||||
S-47 | ||||
Purchase and Redemption of Fund Shares | S-47 | |||
S-48 | ||||
Reduction or Elimination of Up-Front Sales Charge on Class A Shares |
S-48 | |||
S-50 | ||||
Reduction or Elimination of Contingent Deferred Sales Charge |
S-50 | |||
S-51 | ||||
S-52 | ||||
S-53 | ||||
S-55 | ||||
S-56 | ||||
S-56 | ||||
Additional Payments to Financial Intermediaries and Other Payments |
S-57 | |||
S-59 | ||||
Financial Statements | S-60 | |||
Appendix ARatings of Investments | A-1 | |||
Appendix BProxy Voting Policies and Procedures | B-1 |
S-2
The Funds are 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 objective and policies. Currently, four series of the Trust are authorized and outstanding. The Funds investment adviser is Nuveen Fund Advisors, Inc. (Nuveen Fund Advisors or the Adviser). The Funds sub-advisers are Gresham Investment Management LLC (Gresham) and Nuveen Asset Management, LLC (Nuveen Asset Management) (each a Sub-Adviser and collectively the Sub-Advisers).
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.
In addition to the investment objectives and policies set forth in the Prospectus and under the caption Investment Policies and Techniques below, the Funds are subject to the investment restrictions set forth below. The investment restrictions set forth in paragraphs 1 through 7 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of the Fund as defined in the 1940 Act, that is, by the lesser of the vote of (a) 67% of the shares of the Fund represented at a meeting at which more than 50% of the outstanding shares are represented, or (b) more than 50% of the outstanding shares of the Fund.
Each Fund will not:
(1) Borrow money except as permitted by the 1940 Act and exemptive orders granted thereunder.
(2) Issue senior securities as defined in the 1940 Act, except as permitted by the 1940 Act.
(3) Underwrite any issue of securities, except to the extent that the purchase or sale of securities in accordance with its investment objective, policies and limitations may be deemed to be an underwriting.
(4) Purchase or sell real estate, but this shall not prevent the Fund from investing in securities secured by real estate or interests therein or foreclosing upon and selling such security.
(5) Purchase or sell physical commodities, except as permitted by the 1940 Act and exemptive orders granted thereunder or unless acquired as a result of ownership of securities or other instruments (but this restriction 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).
(6) Make loans except as permitted by the 1940 Act and exemptive orders granted thereunder.
(7) Invest more than 25% of its net assets in securities of issuers in any one industry; provided, however, that such limitation shall not be applicable to securities issued by governments or political subdivisions of governments, obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, securities of other investment companies and tax-exempt securities or such other securities as may be excluded for this purpose by the 1940 Act and exemptive orders granted thereunder.
Except with respect to paragraph (1) above, the foregoing restrictions and limitations, as well as a 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.
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For purposes of applying the limitation set forth in numbers 1 and 2 above, under the 1940 Act as currently in effect, a Fund is not permitted to issue senior securities, except that a Fund may borrow from any bank if immediately after such borrowing the value of the Funds total assets is at least 300% of the principal amount of all of the Funds borrowings (i.e., the principal amount of the borrowings may not exceed 33 1 / 3 % of the Funds total assets). In the event that such asset coverage shall at any time fall below 300% the Fund shall, within three days thereafter (not including Sundays and holidays) reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%.
For purposes of applying the limitation set forth in number 6 above, there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, when a Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan.
In addition, as a non-fundamental policy which may be changed by the Board of Trustees, each Fund may not:
(1) Purchase a security if, as a result, more than 15% of its net assets would be invested in illiquid securities, including repurchase agreements maturing in more than seven days. The term illiquid securities will have the same meaning as it does under the 1940 Act.
(2) Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.
For temporary defensive purposes, or to manage cash pending investment or payout, each Fund may invest up to 100% of its total assets in cash or cash equivalents, securities issued by the U.S. Government, its agencies or instrumentalities, commercial paper, and certain other money market instruments, as well as repurchase agreements collateralized by the foregoing.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Funds investment objectives, policies and techniques that appears in the Prospectus for the Funds. The principal investment strategies of the Funds are set forth in the Funds Prospectus. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below. The Funds have attempted to identify investment strategies that will be employed in pursuing each Funds investment objective. Additional information concerning each Funds investment restrictions is set forth above under Investment Restrictions.
If a percentage limitation on investments by a Fund stated in this SAI or the Prospectus is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. To the extent a Fund is limited to investing in securities with specified ratings or of a certain credit quality, the Fund is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but may consider doing so. Descriptions of the rating categories of Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc. (Standard & Poors), Fitch, Inc. (Fitch) and Moodys Investors Service, Inc. (Moodys) are contained in Appendix A. References in this section to the Adviser also apply, to the extent applicable, to the Sub-Advisers of the Funds.
The Diversified Commodity Fund and the Long/Short Commodity Fund may invest up to 25% of their net assets in, respectively, Gresham Diversified Commodity Fund Ltd. and Gresham Long/Short Commodity Fund Ltd., their wholly-owned subsidiaries organized under the laws of the Cayman Islands (each a Subsidiary and collectively the Subsidiaries). The Subsidiaries may invest in
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commodity-linked derivative instruments, as described under Commodity Investments below. Because each Fund may invest a substantial portion of its assets in its Subsidiary, which may hold certain of the investments described in the Prospectus and this SAI, each Fund may be considered to be investing indirectly in those investments through its Subsidiary. Therefore, except as otherwise noted, for purposes of this disclosure, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
The Subsidiaries are not registered under the 1940 Act and are not directly subject to its investor protections, except as noted in the Prospectus or this SAI. However, each Subsidiary is wholly-owned and controlled by a Fund and is advised by Nuveen Fund Advisors and sub-advised by Gresham. Therefore, each Funds ownership and control of its Subsidiary make it unlikely that the Subsidiary would take action contrary to the interests of the Fund or its shareholders. The Funds Board of Trustees has oversight responsibility for the investment activities of the Funds, including their expected investment in the Subsidiaries, and each Funds role as the sole shareholder of its Subsidiary. Also, in managing each Subsidiarys portfolio, Nuveen Fund Advisors and Gresham are subject to the same investment policies and restrictions that apply to the management of the Funds, and, in particular, to the requirements relating to leverage, liquidity, brokerage, and the timing and method of valuation with respect to each Subsidiarys portfolio investments and shares of each Subsidiary. Nuveen Fund Advisors and Gresham receive no additional compensation for managing the assets of the Subsidiaries. The Subsidiaries will also enter into separate contracts for the provision of custody, transfer agency, and accounting agent services with the same or with affiliates of the same service providers that provide those services to the Funds.
Changes in the laws of the United States (where the Funds are organized) and/or the Cayman Islands (where the Subsidiaries are incorporated) could prevent the Funds and/or the Subsidiaries from operating as described in the Prospectus and this SAI and could negatively affect the Funds and their shareholders. For example, the Cayman Islands currently does not impose certain taxes on the Subsidiaries, including income and capital gains tax, among others. If Cayman Islands laws were changed to require the Subsidiaries to pay Cayman Islands taxes, the investment returns of the Funds would likely decrease.
The financial statements of each Subsidiary will be consolidated with its respective parent Funds financial statements in the Funds Annual and Semi-Annual Reports.
Each Fund gains exposure to commodities, either directly or through its Subsidiary, in commodity-linked derivative instruments such as commodity futures and forward contracts, commodity swaps, options on commodity futures contracts and commodity-linked structured notes. Additional information on the Subsidiaries is set forth under Cayman Subsidiaries above. Additional information regarding specific commodity-linked derivatives is set forth under Derivative Instruments below. The Fund, either directly or through the Subsidiary, may also gain exposure to commodities through investment in certain investment companies, including exchange-traded funds (ETFs), and other pooled investment vehicles that invest primarily in commodities or commodity-related instruments, and in exchange-traded notes (ETNs) linked to the value of commodities.
Each Funds commodity investments generally will not require significant outlays of principal. Each Fund may invest up to 25% of its net assets in its Subsidiary, which will be committed as initial and variation margin to secure its Subsidiarys positions in derivative instruments. These assets are placed in accounts maintained by each Subsidiary at the Subsidiaries clearing broker, and are invested by the clearing broker in high-quality instruments permitted under regulations promulgated by the Commodity Futures Trading Commission (the CFTC).
The prices of commodity-linked derivatives may move in different directions than investments in traditional equity and debt securities. For example, during periods of rising inflation, historically debt securities have tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, historically the prices of certain commodities, such as oil and metals, have tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked investments have been parallel to debt and equity securities.
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Historically, the correlation between the quarterly investment returns of commodities and the quarterly investment returns of traditional financial assets such as stocks and bonds generally was negative. This inverse relationship occurred generally because commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits. The reverse may be true during bull markets, when investments in traditional securities such as stocks and bonds may outperform the Funds commodity-related investments. However, over the long term, the returns on the Funds commodity-related investments are expected to exhibit low or negative correlation with stocks and bonds.
Each Fund may utilize a variety of derivative instruments, including futures contracts (sometimes referred to as futures), options on futures contracts, forward contracts and swaps to attempt 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, or to preserve capital.
Derivative hedges are generally used to hedge against price movements in one or more particular investments that a Fund owns or intends to acquire. Such instruments may also be used to lock-in realized but unrecognized gains in the value of portfolio investments. 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. A Fund may also use derivative instruments to manage the risks of its assets. The use of derivative instruments is subject to applicable regulations of the Securities and Exchange Commission (the SEC), the several options and futures exchanges upon which they are traded, the CFTC and various state regulatory authorities. In addition, a Funds ability to use hedging instruments will be limited by tax considerations.
Regulation of Futures and Options Transactions
Pursuant to a claim for exemption filed with the National Futures Association (NFA) on behalf of each Fund and its respective Subsidiary, as of the date of this SAI, the Funds and the Subsidiaries are not deemed to be commodity pools under the Commodity Exchange Act (CEA) and are not subject to registration or regulation as such under the Commodity Exchange Act. However, the CFTC has recently adopted substantial amendments to the permissible exemptions and conditions for reliance on exemptions from registration as a commodity pool operator which, when effective, likely will subject the Funds and the Subsidiaries to regulation by the CFTC and NFA and impose additional disclosure, reporting and recordkeeping rules on the Funds and the Subsidiaries. Compliance with these additional rules may increase the Funds expenses. Certain of the rules that would apply to the Funds and the Subsidiaries if they become subject to CFTC and NFA regulation have not yet been adopted, and it is unclear what effect such rules would have on the Funds if they are adopted.
In addition, the CFTC has recently implemented final regulations that impose position limits and limit formulas on 28 physical commodity futures and options contracts, including energy and metals contracts, and on physical commodity swaps that are economically equivalent to such contracts. Greshams investment decisions may need to be modified, and commodity contract positions held by the Funds and/or the Subsidiaries may have to be liquidated at disadvantageous times or prices, to avoid exceeding these position limits, potentially subjecting the Funds to substantial losses.
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.
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Asset Coverage for Futures and Options Positions
Each 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. A Fund and/or its Subsidiary 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 net assets.
Federal Income Tax Treatment of Futures Contracts and Options
Each Funds transactions in futures contracts and options will be subject to special provisions of the Internal Revenue Code (Code) that, among other things, may affect the character of gains and losses realized by a Fund (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate recognition of income to a Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require a Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out), and (b) may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a regulated investment company and the distribution requirement for avoiding excise taxes.
Futures Contracts
Each Fund, either directly or through its Subsidiary, may purchase and sell futures contracts (hereinafter referred to as Futures Contracts), including commodity futures contracts and index futures, and options on such contracts. A Fund may use Futures Contracts and related options for hedging and non-hedging purposes. A 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. Futures exchanges and trading are regulated under the CEA by the CFTC.
Each Fund may invest in commodity Futures Contracts. Commodity Futures Contracts are generally based upon commodities within the six principal commodity groups: energy, industrial metals, agriculture, precious metals, foods and fibers, and livestock. The price of a commodity Futures Contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a Futures Contract (this is sometimes referred to as the convenience yield). To the extent that these storage costs change for an underlying commodity while a Fund is in a long position on that commodity, the value of the Futures Contract may change proportionately.
Commodity Futures Contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact Futures Contracts, a clearing corporation to process trades, a standardization of expiration dates and contract sizes, and the availability of a secondary market. Futures markets also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures exchanges may have position limit rules that limit the amount of Futures Contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a significant portion of the market. In the commodity futures markets, the exchange clearing corporation takes the other side in all transactions, either buying or selling directly to the market participants. The clearinghouse acts as the counterparty to all exchange-traded Futures Contracts, that is, a Funds obligation is to the clearinghouse, and the Fund will look to the clearinghouse to satisfy the Funds rights under a commodity Futures Contract.
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.
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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 a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a 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 a 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 a 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, a Fund will mark to market the current value of its open Futures Contracts. The Funds expect to earn interest income on their 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, a 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. Despite the daily price limits on various futures exchanges, the price volatility of commodity Futures Contracts has been historically greater than that for traditional securities such as stocks and bonds. To the extent that a Fund invests in commodity Futures Contracts, the assets of the Fund, and therefore the prices of Fund shares, may be subject to greater volatility.
There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a Futures Contract. The Fund would continue to be required to meet margin requirements until the
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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.
Options on Futures
Each 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.
Each Fund may use options on Futures Contracts for hedging and non-hedging purposes (i.e., in an effort to enhance returns). Generally, these strategies would be applied under the same market and market sector conditions in which a 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 a 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, a 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, a 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 a Fund intends to acquire.
As with investments in Futures Contracts, a 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. A 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 a 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. A 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.
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. Options transactions may result in significantly higher transaction costs for a Fund.
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 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
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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.
Swap Agreements
A swap is a derivative 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 a 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 a Fund. If a swap agreement calls for payments by a 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 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. A 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, a 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 a Funds gains or losses. In order to reduce the risk associated with leveraging, a Fund may cover its current obligations under swap agreements according to guidelines established by the SEC. If a 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 a Funds accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If a 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 a Funds accrued obligations under the agreement.
Commodity-Based Swaps. In a typical commodity-based swap, one party agrees to pay another party the return on a commodity, commodity index or basket of commodities in return for a specified interest rate. By entering into a commodity index swap, for example, the index receiver can gain exposure to commodities making up the index without actually purchasing those commodities. Commodity index swaps involve not only the risk associated with investment in the commodities represented in the index, but also the risk that the return on such commodities will not exceed the return on the interest rate that a Fund will be committed to pay.
Structured Notes
Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an embedded index), such as selected securities or commodities, an index of securities or commodities or specified interest rates, or the differential performance of two assets or markets. When a Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for structured notes than for other types of instruments. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending upon a variety of factors, including the
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volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index or indexes or other assets. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured notes may not have an active trading market.
Commodity Forward Contracts
A commodity forward contract, which may be standardized and exchange-traded or customized and privately negotiated, is an agreement for one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other tangible asset for an agreed-upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or other tangible asset underlying the forward contract to an agreed upon location at a future date (rather than settled by cash) or will be rolled forward into a new forward contract. Non-deliverable forwards (NDFs) specify a cash payment upon maturity. NDFs are normally used when the market for physical settlement of the currency is underdeveloped, heavily regulated or highly taxed.
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 applicable Fund and its shareholders and is consistent with the Funds objective, investment limitations, and operating policies. In making such a judgment, the portfolio managers 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 over-the-counter (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, a 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. A Fund will enter into transactions in derivative instruments only with counterparties that their respective portfolio managers reasonably believe 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 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
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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. A 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 a 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 a 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. A 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 a 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.
(7) Leverage Risk. Leverage risk is the risk that the Fund may be more volatile than if it had not been leveraged due to leverages tendency to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
(8) Regulatory Risk. The Dodd-Frank Act Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) has initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; and new rules for derivatives trading. Instruments in which the Funds may invest, or the issuers of such instruments, may be affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act, including on the derivative instruments in which the Funds may invest, is not yet certain.
The statutory provisions of the Dodd-Frank Act significantly change in several respects the ways in which investment products are marketed, sold, settled or terminated. In particular, the Dodd-Frank Act mandates the elimination of references to credit ratings in numerous securities laws, including the 1940 Act. Derivatives may be mandated for central clearing under the Dodd-Frank Act, which would likely require technological and other changes to Fund operations and the market in which it will trade. Central clearing would also entail the use of assets of a Fund to
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satisfy margin calls and this may have an effect on the performance of the Fund. Final regulations implementing the Dodd-Frank Acts margin requirements and clearing mandates have not yet been issued by the regulators.
The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act ( i.e., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of futures by funds governed by the 1940 Act (in the case of the CFTC) and guidelines on the use of derivatives by such funds (in the case of the SEC). It is not clear whether final guidelines for such use will be published, or when these rules will become final.
Each Fund and its respective Subsidiary are presently exempt from regulation by the CFTC as commodity pools. However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, will likely subject each Fund and its Subsidiary to regulation by the CFTC and impose on them additional disclosure, reporting and recordkeeping rules. Compliance with these additional rules may increase Fund expenses. Certain of the rules that would apply to the Funds if they become subject to CFTC regulation have not yet been adopted, and it is unclear what effect such rules would have on the Funds if they are adopted.
The Funds fixed income investments consist of cash equivalents and high-quality short-term debt securities with final terms not exceeding one year at the time of investment, and are intended to provide liquidity, preserve capital and serve as collateral for the Funds and/or the Subsidiaries investments in derivative instruments.
Each Funds fixed income investments will be managed by Nuveen Asset Management. These fixed income investments (excluding U.S. Government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality. Fixed income investments may include, without limitation, the following:
(1) Each 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 securities include securities that are issued or guaranteed by the United States Treasury, 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 securities are backed by the full faith and credit of the United States. 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 United States. Some of the U.S. Government agencies that issue or guarantee securities include the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. An instrumentality of the U.S. Government is a government agency organized under Federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Federal Home Loan Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit Banks and FNMA. In the case of those U.S. Government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. 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, a 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.
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(2) Each 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 a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets.
(3) Each 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) Each 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 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 a 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 a Fund to invest temporarily available cash. A 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 a 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 affected 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 managers monitor 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 managers do 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 a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(5) Each 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) Each 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 a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. The portfolio managers 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 a Funds liquidity might be impaired if the corporation were unable to pay principal and interest on demand. A Fund may invest in commercial paper only if its has received the highest rating from at least one nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality.
(7) Each Fund may invest in shares of money market funds, as consistent with its investment objective and policies. Shares of money market funds are subject to management fees and other
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expenses of those funds. Therefore, investments in money market funds will cause the Funds to bear proportionately the costs incurred by the money market funds operations. At the same time, each Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of other investment companies. Although money market funds that operate in accordance with Rule 2a-7 under the 1940 Act seek to preserve a $1.00 share price, it is possible for the Funds to lose money by investing in money market funds.
The Funds may invest in securities of other open- or closed-end investment companies, including registered investment companies that are ETFs. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes, but 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.
The Funds may also invest a portion of its assets in pooled investment vehicles other than registered investment companies. For example, some vehicles which are commonly referred to as exchanged traded funds may not be registered investment companies because of the nature of their underlying investments. As a stockholder in an investment company or other pooled vehicle, a Fund will bear its ratable share of that investment companys or vehicles expenses, and would remain subject to payment of the funds or vehicles 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 or vehicles. In addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to leverage risks (in addition to other risks of the investment companys or pooled vehicles strategy). The Funds will also incur brokerage costs when purchasing and selling shares of ETFs and other pooled vehicles.
An investment in the shares of another fund is subject to the risks associated with that funds portfolio securities. To the extent a Fund invests in shares of another fund, Fund shareholders would indirectly pay a portion of that funds expenses, including advisory fees, brokerage and other distribution expenses. These fees and expenses are in addition to the direct expenses of the Funds own operations.
The Funds may invest in exchange-traded noted (ETNs) linked to the value of commodities. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETNs returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETNs maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuers credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.
Because the return on the ETN is dependent on the issuers ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuers credit rating, despite no
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change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.
There may be restrictions on a Funds right to redeem its investment in an ETN, which are generally meant to be held until maturity. A Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
When-Issued or Delayed-Delivery Transactions
Each Fund may from time to time purchase debt securities on a when-issued or other delayed-delivery basis. The price of debt 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 a Fund to the issuer and no interest is accrued on debt 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 a Funds other assets. While when-issued securities may be sold prior to the settlement date, the Funds intend to purchase such securities with the purpose of actually acquiring them. At the time a Fund makes the commitment to purchase a debt 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 Funds do not believe that net asset value will be adversely affected by purchases of debt securities on a when-issued basis.
Each 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, each 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).
Each 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), and repurchase agreements with maturities in excess of seven days. However, no Fund will 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 Adviser the day-to-day determination of the illiquidity of any portfolio security, although it has retained oversight over and ultimate responsibility for such determinations. The Adviser works with and to a large extent relies on the expertise and advice of the Sub-Advisers in making these liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the Adviser 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 facts.
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, a 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,
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adverse market conditions were to develop, a 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, a Fund should be in a position where more than 15% of the value of its net assets are invested in illiquid securities, including restricted securities which are not readily marketable, the Fund will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity.
Each Fund may invest in foreign (non-U.S.) investments as described in its prospectus. Investing in securities issued by foreign companies involves considerations and possible risks not typically associated with investing in securities issued by domestic corporations. The values of foreign investments are affected by changes in currency rates or exchange control regulations, application of foreign tax laws, including withholding taxes, changes in governmental administration or economic or monetary policy (in the United States or abroad) or changed circumstances in dealings between nations. Costs are incurred in connection with conversions between various currencies. In addition, foreign brokerage commissions are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental supervision than in the United States. Investments in foreign countries could be affected by other factors not present in the United States, including expropriation, confiscatory taxation, lack of uniform accounting and auditing standards and potential difficulties in enforcing contractual obligations which could extend settlement periods. Dividend income a Fund receives from foreign securities may not be eligible for the special tax treatment reserved for qualified dividend income. See Taxation.
Investments in foreign securities, especially in emerging market countries, will expose the Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties, and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability. The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates that are adjusted based upon international interest rates. In addition, with respect to certain foreign countries, there is a risk of: the possibility of expropriation of assets; confiscatory taxation; difficulty in obtaining or enforcing a court judgment; economic, political or social instability; and diplomatic developments that could affect investments in those countries.
Each Fund may enter into repurchase agreements. A repurchase agreement is an instrument under which an investor, such as a Fund, purchases a U.S. Government security from a vendor, with an agreement by the vendor to repurchase the security at the same price, plus interest at a specified rate. In such a case, the security is held by that Fund, in effect, as collateral for the repurchase obligation. Repurchase agreements may be entered into with member banks of the Federal Reserve System or primary dealers (as designated by the Federal Reserve Bank of New York) in U.S. Government securities. Repurchase agreements usually have a short duration, often less than one week. In entering into the repurchase agreement for a Fund, the Nuveen Asset Management will evaluate and monitor the creditworthiness of the vendor. In the event that a vendor should default on its repurchase obligation, a Fund might suffer a loss to the extent that the proceeds from the sale of the collateral were less than the repurchase price. If the vendor becomes bankrupt, a Fund might be delayed, or may incur costs or possible losses of principal and income, in selling the collateral.
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The management of the Trust, including general supervision of the duties performed for the Funds by the Adviser under the Investment Management Agreement, is the responsibility of the Board of Trustees. The number of trustees of the Trust is ten, one of whom is an interested person (as the term interested person is defined in the 1940 Act) and nine 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, the Adviser or its affiliates. The names, business addresses and birthdates of the trustees and officers of the Funds, 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 102 Nuveen-sponsored open-end funds (the Nuveen Mutual Funds) and 123 Nuveen-sponsored closed-end funds (collectively with the Nuveen Mutual Funds, the Nuveen Funds).
Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
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 Service
Since Inception |
Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute. | 225 | None | |||||
Jack B. Evans 333 West Wacker Drive Chicago, IL 60606 (10/22/48) |
Trustee |
TermIndefinite*
Length of Service
|
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Member, Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | 225 | Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy. |
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Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number
of
|
Other
|
|||||
William C. Hunter 333 West Wacker Drive Chicago, IL 60606 (3/6/48) |
Trustee |
TermIndefinite* Length of Service
Since Inception |
Dean Emeritus (since June 30, 2012), formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; Director (since 2005) and President (since July 2012), Beta Gamma Sigma International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Director (1997-2007), Credit Research Center at Georgetown University; 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). | 225 | Director (since 2004) of Xerox Corporation. | |||||
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 Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation. | 225 | None |
S-19
Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number
of
|
Other
|
|||||
William J. Schneider 333 West Wacker Drive Chicago, IL 60606 (9/24/44) |
Trustee |
TermIndefinite* Length of Service Since Inception |
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank. | 225 | None | |||||
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 (1990-1994). | 225 | None | |||||
Carole E. Stone 333 West Wacker Drive Chicago, IL 60606 (6/28/47) |
Trustee |
TermIndefinite* Length of ServiceSince 2007 |
Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007). | 225 | Director, Chicago Board Options Exchange (since 2006). |
S-20
Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number
of
|
Other
|
|||||
Virginia L. Stringer
333 West Wacker Drive Chicago, IL 60606 (8/16/44) |
Trustee |
TermIndefinite* Length of Service Since 2011 | Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institutes Independent Directors Council; Governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company. | 225 | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex. | |||||
Terence J. Toth
333 West Wacker Drive Chicago, IL 60606 (9/29/59) |
Trustee |
TermIndefinite* Length of ServiceSince 2008 | Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global 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), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012) and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global 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). | 225 | None |
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Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number
of
|
Other
|
|||||
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 and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; formerly, President (1999-2007); Chief Executive Officer (since 2007) of Nuveen Investments Advisers Inc.; Director (since 1998), formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc. | 225 | None |
* | 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. |
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Name, Business Address
|
Position(s) Held
|
Term of
|
Principal Occupation(s)
|
Number of
|
||||
Officers of the Trust: |
||||||||
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56) |
Chief Administrative Officer |
TermUntil August 2012 Length of ServiceSince Inception |
Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); 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 Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, Inc. (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2006) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst. | 225 | ||||
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 (4/11/64) |
Vice President |
TermUntil August 2012 Length of ServiceSince 2009 | Executive Vice President (since 2008) of Nuveen Investments, Inc. and Nuveen Fund Advisors, Inc. (since 2011); Managing DirectorInvestment Services of Nuveen Commodities Asset Management, LLC (since August 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | 225 | ||||
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) |
Vice President |
TermUntil August 2012 Length of ServiceSince Inception |
Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors, Inc. | 225 | ||||
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) |
Vice President and Controller |
TermUntil August 2012 Length of ServiceSince Inception |
Senior Vice President (since 2010), formerly, Vice President (2004-2010) and Funds Controller of Nuveen Securities, LLC; Vice President of Nuveen Fund Advisors, Inc. (since 2005); Chief Financial Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Certified Public Accountant. | 225 |
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Name, Business Address
|
Position(s) Held
|
Term of
|
Principal Occupation(s)
|
Number of
|
||||
Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 (8/20/70) |
Vice President and Treasurer |
TermUntil August 2012 Length of Service Since 2009 | Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanleys Global Financial Services Group (2000-2003); Chartered Accountant. | 225 | ||||
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) |
Vice President and Chief Compliance Officer |
TermUntil August 2012 Length of Service Since Inception | Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, Inc.; Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC. | 225 | ||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) |
Vice President |
TermUntil August 2012 Length of Service Since Inception |
Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc. | 225 | ||||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66) |
Vice President and Secretary |
TermUntil August 2012 Length of Service Since 2007 | Managing Director and Assistant Secretary (since 2008), formerly, Vice President (2007-2008) of Nuveen Securities, LLC; Managing Director (since 2008), Vice President and Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, Inc. (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007). | 225 |
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Name, Business Address
|
Position(s) Held
|
Term of
|
Principal Occupation(s)
|
Number of
|
||||
Kathleen L. Prudhomme 901 Marquette Avenue Minneapolis, MN 55402 (3/30/53) |
Vice President and Assistant Secretary |
TermUntil August 2012 Length of Service Since 2011 | Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | 225 | ||||
Jeffery M. Wilson 333 West Wacker Drive Chicago, IL 60606 (3/13/56) |
Vice President |
TermUntil August 2012 Length of Service Since 2011 | Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010). | 102 |
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Board Leadership Structure and Risk Oversight
The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the Board or Board of Trustees and the directors or trustees of the Nuveen Funds, as applicable, are each referred to herein as trustees) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the complex. In adopting a unitary board structure, the trustees seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, independence and experience to oversee the Nuveen Funds business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the trustees consider, not only the candidates particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Boards diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.
The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the directors across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Boards knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Boards influence and oversight over the investment adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a Chairman that is an independent trustee. The Board recognizes that a chairman can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for fund management, and reinforcing the Boards focus on the long-term interests of shareholders. The Board recognizes that a chairman may be able to better perform these functions without any conflicts of interests arising from a position with fund management. Accordingly, the trustees have elected Robert P. Bremner as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the trustees are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the trustees and the shareholders.
Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit trustees to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of trustees among the different committees allows the trustees to gain additional and different perspectives of a Nuveen Funds operations. The Board has established five standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Nominating and Governance Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.
The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Robert P. Bremner,
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Chair, Judith M. Stockdale and John P. Amboian. During the fiscal year ended September 30, 2011, the Executive Committee did not meet.
The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds compliance with legal and regulatory requirements relating to the Nuveen Funds financial statements; the independent auditors qualifications, performance and independence; and the pricing procedures of the Nuveen Funds and the Advisers internal valuation group. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Nuveen Funds portfolios. Subject to the Boards general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds pricing procedures and actions taken by the Advisers internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and the Advisers internal audit group. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an independent trustee of the Nuveen Funds. During the fiscal year ended September 30, 2011, the Audit Committee met four times.
The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Boards governance of the Nuveen Funds.
In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of trustees; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to trustee compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, 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,
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IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview any and all candidates and to make the final selection of any new trustees. In considering a candidates qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to sub-advisers and service providers) and, if qualifying as an independent trustee candidate, independence from the Adviser, sub-advisers, the Distributor and other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent trustees at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent trustees of the Nuveen Funds. Accordingly, 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, Virginia L. Stringer and Terence J. Toth. During the fiscal year ended September 30, 2011, the Nominating and Governance Committee met six times.
The Dividend Committee is authorized to declare distributions on the Nuveen 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 September 30, 2011, the Dividend Committee met four times.
The Compliance, Risk Management and Regulatory Oversight Committee (the Compliance Committee) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the committees attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Nuveen Funds Chief Compliance Officer (CCO) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Nuveen Funds and other service providers compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the Advisers investment services group regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to
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investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Jack B. Evans, William C. Hunter, William J. Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer. During the fiscal year ended September 30, 2011, the Compliance, Risk Management and Regulatory Oversight Committee met five times.
Effective January 1, 2012, the Board approved the creation of the Open-End Funds Committee. The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (Open-End Funds). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Robert P. Bremner, David J. Kundert, Judith M. Stockdale, Virginia L. Stringer and Terence J. Toth, Chair.
Board Diversification and Trustee Qualifications
In determining that a particular trustee was qualified to serve on the Board, the Board has considered each trustees background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each trustee satisfies this standard. An effective trustee may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and or/other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each trustee should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any trustee as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
John P. Amboian
Mr. Amboian, an interested trustee of the Nuveen Funds, joined Nuveen Investments in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firms product, marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen Investments as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen Investments, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelors degree in economics and a Masters of Business Administration (MBA) from the University of Chicago. Mr. Amboian serves on the Board of Directors of Nuveen Investments and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Childrens Memorial Hospital and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.
Robert P. Bremner
Mr. Bremner, the Nuveen Funds Independent Chairman, is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting
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firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.
Jack B. Evans
President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago as well as a Director of Alliant Energy. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of Source Media Group, is a member of the Board of Regents for the State of Iowa University System and is a Life Trustee of Coe College. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.
William C. Hunter
Mr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointed Dean of the Henry B. Tippie College of Business at the University of Iowa on July 1, 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business since June 2003. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Banks Chief Economist and was an Associate Economist on the Federal Reserve Systems Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University, SS&C Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western Europe, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is President of Beta Gamma Sigma, Inc., the International Business Honor Society.
David J. Kundert
Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, and as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Currently, Mr. Kundert is a Director of the Northwestern Mutual Wealth Management Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and he is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He received his Bachelor of Arts degree from Luther College, and his Juris Doctor from Valparaiso University.
William J. Schneider
Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an
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independent Trustee of the Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.
Judith M. Stockdale
Ms. Stockdale is currently Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Low country of South Carolina. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governors Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.
Carole E. Stone
Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts from Skidmore College in Business Administration.
Virginia L. Stringer
Ms. Stringer served as the independent chair of the Board of the First American Fund Complex from 1997 to 2010, having joined such Board in 1987. Ms. Stringer serves on the board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the past board chair of the Oak Leaf Trust, director of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Clubs Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota to the Board on Judicial Standards and also served on a Minnesota Supreme Court Judicial Advisory Committee to reform the states judicial disciplinary process. She is a member of the International Womens Forum and attended the London Business School as an International Business Fellow. Ms. Stringer also served as board chair of the Human Resource Planning Society, the Minnesota Womens Campaign Fund and the Minnesota Womens Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty five years of corporate experience having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.
Terence J. Toth
Mr. Toth is a Director, Legal & General Investment Management America, Inc. (since 2008) and a Managing Partner, Promus Capital (since 2008). From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of the Goodman Theatre and Chicago Fellowship, and is Chairman of the Board of Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.
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The following table shows, for each independent trustee, (1) the estimated aggregate compensation to be paid by the Funds for the fiscal year ended September 30, 2012, (2) the estimated amount of total compensation to be paid by the Funds that will be deferred, and (3) the total compensation paid to each trustee by the Nuveen Funds during the fiscal year ended September 30, 2011.
Name of Trustee |
Estimated
Aggregate Compensation From Funds 1 |
Amount of Total
Compensation that Will Be Deferred 2 |
Total Compensation
From Nuveen Funds Paid to Trustees 3 |
|||||||||
Robert P. Bremner |
$ | 58 | $ | | $ | 303,971 | ||||||
Jack B. Evans |
44 | | 242,354 | |||||||||
William C. Hunter |
41 | | 186,345 | |||||||||
David J. Kundert |
44 | | 219,300 | |||||||||
William J. Schneider |
47 | | 235,071 | |||||||||
Judith M. Stockdale |
44 | | 219,602 | |||||||||
Carole E. Stone |
43 | | 223,150 | |||||||||
Virginia L. Stringer (4) |
41 | | 114,000 | |||||||||
Terence J. Toth |
46 | | 244,893 |
1 |
The estimated aggregate compensation to be paid, including deferred amounts, to the independent trustees for the period from July 30, 2012 to September 30, 2012 for services to the Funds. |
2 |
Pursuant to a deferred compensation agreement with the Funds, 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 Funds. |
3 |
Based on the compensation paid (including any amounts deferred) to the trustees for the one-year period ended September 30, 2011 for services to the Nuveen Funds. |
4 |
Virginia L. Stringer was appointed to the Board of Directors/Trustees of the Nuveen Funds, effective January 1, 2011. |
Prior to January 1, 2012, independent trustees received a $120,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee received $10,000 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent trustees also received a fee of
$3,000 per day for site visits to entities that provided services to the Nuveen Funds on days on which
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no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committee; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen Funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.
Effective January 1, 2012, independent trustees receive a $130,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where 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, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Open-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Open-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent trustees also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen Funds on days on which no 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 or by telephone at ad hoc committee meetings 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 Funds on the basis of relative net assets, although 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 Funds have no employees. The officers of the Trust and the trustee of the Trust who is not an independent trustee serve without any compensation from the Funds.
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The information in the table below discloses the dollar ranges of (i) each trustees beneficial ownership in the Fund, and (ii) each trustees aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by trustees in the trustees deferred compensation plan, based on the value of fund shares as of January 31, 2012:
Trustees | ||||||||||||||||||||
Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth | Amboian | |||||||||||
Aggregate |
||||||||||||||||||||
Holdings Fund Complex |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
||||||||||
Diversified Commodity Fund* |
| | | | | | | | | | ||||||||||
Long/Short Commodity Fund* |
| | | | | | | | | |
* | The Fund had not commenced operations as of January 31, 2012. |
As of January 31, 2012, the officers and trustees of each Fund, in the aggregate, owned no shares of either of the Funds.
As of January 31, 2012, none of the independent trustees or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Trustees of the Funds and certain other Fund affiliates may purchase the Funds Class I shares. See the Funds Prospectus for details.
Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the investment adviser of each Fund, with responsibility for the overall management of each Fund. The Adviser is also responsible for managing the Funds business affairs and providing day-to-day administrative services to the Funds. The Adviser has selected its affiliates, Gresham, located at 67 Irving Place, New York, New York 10003 and Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-advisers to manage the investment portfolios of the Funds. For additional information regarding the management services performed by the Adviser and the Sub-Advisers, see Who Manages the Funds in the Prospectus.
The Adviser is an affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor 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. The Adviser and the Distributor are subsidiaries of 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.
For the management services and facilities furnished by the Adviser, each of the Funds has agreed to pay an annual management fee at a rate set forth in the Prospectus under Who Manages the Funds. In addition, the Adviser has agreed to waive all or a portion of its management fee or reimburse certain expenses of the Funds. The Prospectus includes current fee waivers and expense reimbursements for the Funds.
Each Funds management fee is divided into two componentsa complex-level fee based on the aggregate amount of all eligible Nuveen Fund assets and a specific fund-level fee based only on the
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amount of assets within each individual Fund. This pricing structure enables 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 the Adviser. 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.
Each Fund has agreed to pay an annual fund-level management fee, payable monthly, based upon the average daily net assets of each Fund as set forth in the Prospectus.
The annual complex-level management fee for each Fund, payable monthly, which is additive to the fund-level fee, is based on the aggregate amount of total eligible 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 fee is calculated based upon the aggregate daily eligible assets of all Nuveen Funds. Except as described below, eligible assets include the net assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen Fund complex in connection with Nuveen Fund Advisors assumption of the management of the former First American Funds effective January 1, 2011. Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trusts issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances. As of March 31, 2012, the complex-level fee rate was 0.1735%. |
In addition to the Advisers management fee, each Fund also pays a portion of the Trusts general administrative expenses allocated in proportion to the net assets of each Fund. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
The Adviser has selected Gresham to serve as sub-adviser with respect to the Funds commodity-linked investments. The Adviser pays Gresham a portfolio management fee equal to 47% and 47.5% of the advisory fee paid to the Adviser for its services to the Diversified Commodity Fund and the Long/Short Commodity Fund, respectively (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Funds).
The Adviser has selected Nuveen Asset Management to serve as sub-adviser with respect to the Funds fixed income investments. The Adviser pays Nuveen Asset Management a portfolio
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management fee equal to 10% and 8.33% of the advisory fee paid to the Adviser for its services to the Diversified Commodity Fund and the Long/Short Commodity Fund, respectively (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Funds).
The following individuals have primary responsibility for the day-to-day implementation of the investment strategies of the Funds:
Gresham |
Nuveen Asset Management |
|
Jonathan S. Spencer | Douglas M. Baker, CFA | |
Douglas J. Hepworth |
Compensation
Gresham. As compensation for their responsibilities at Gresham, including responsibilities in connection with their roles as portfolio managers of the Funds, Messrs. Spencer and Hepworth each receive a base salary and an annual discretionary bonus. The amount of each portfolio managers bonus is determined based on numerous quantitative and qualitative factors, including but not limited to: (i) the amount of Greshams total assets under management; (ii) the performance of Greshams proprietary Tangible Asset Program ® relative to the performance of the Dow Jones-UBS Commodity Index; (iii) the portfolio managers individual contribution to Greshams investment activities, as well as to Greshams business development and marketing efforts; and (iv) the overall profitability of Gresham and its affiliates. Messrs. Spencer and Hepworth also receive certain retirement, insurance and other benefits that are broadly available to all employees of Gresham.
Nuveen Asset Management. Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive payments.
Base pay . Base pay is determined based upon an analysis of the portfolio managers general performance, experience, and market levels of base pay for such position.
Annual cash bonus . The portfolio manager is eligible for an annual cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.
A portion of the portfolio managers annual cash bonus is based on the Funds investment performance, generally measured over the past one- and three or five-year periods unless the portfolio managers tenure is shorter. Investment performance for the Fund generally is determined by evaluating the Funds performance relative to its benchmark(s) and/or Lipper industry peer group.
A portion of the cash bonus is based on a qualitative evaluation made by the portfolio managers supervisor taking into consideration a number of factors, including the portfolio managers team collaboration, expense management, support of personnel responsible for asset growth, and his or her compliance with Nuveen Asset Managements policies and procedures.
The final factor influencing the portfolio managers cash bonus is the financial performance of Nuveen Asset Management based on its operating earnings.
Long-term incentive compensation . Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, have received equity interests in the parent company of Nuveen Investments. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset Management which entitle their holders to participate in the firms growth over time.
There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table below.
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Other Accounts Managed
In addition to the Funds, as of June 30, 2012, the portfolio managers are also primarily responsible for the day-to-day portfolio management of the following accounts:
Portfolio Manager |
Type of Account Managed |
Number of
Accounts |
Assets |
Number of
Accounts with Performance Based Fees |
Assets of
Accounts with Performance Based Fees |
|||||||
Jonathan S. Spencer |
Registered Investment Companies | 2 | $213 million | 0 | 0 | |||||||
Other Pooled Investment Vehicles | 18 | $7.6 billion | 8 | $3.7 billion | ||||||||
Other Accounts | 30 | $6.2 billion | 18 | $3.2 billion | ||||||||
Douglas J. Hepworth | Registered Investment Companies | 2 | $213 million | 0 | 0 | |||||||
Other Pooled Investment Vehicles | 8 |
$3.7 billion
|
8 | $3.7 billion | ||||||||
Other Accounts | 18 | $3.2 billion | 18 | $3.2 billion | ||||||||
Douglas M. Baker | Registered Investment Companies | 3 | $1.7 billion | 0 | 0 | |||||||
Other Pooled Investment Vehicles | 0 | 0 | 0 | 0 | ||||||||
Other Accounts | 6 | $24.0 million | 0 | 0 |
Conflicts of Interest
Gresham . Gresham manages both commingled investment vehicles and separate client accounts consisting of long-only investments in futures, forward and other derivative contracts. Accounts and funds that Gresham manages employing the Near-Term Active implementation methodology, which seeks to generate additional returns through rolling futures contracts, pay only a management fee based on a percentage of net asset value. Accounts and funds that Gresham manages employing the Term Structure Monetization implementation methodology, involving more active, opportunistic trading to take advantage of perceived anomalies along the term structure curve, pay both a management fee and a performance-based fee calculated on the outperformance of the relevant investment strategy versus an associated benchmark. There may be a conflict of interest because of the incentive to favor those accounts and funds on which Gresham earns an incentive fee over those on which it does not. The conflict is largely mitigated by the fact that (with the exception of the Flex strategies discussed below), discrete, independent groups of portfolio managers are typically responsible for the day-to-day trading decisions related to accounts and funds that pay a management fee only, and those that pay a performance-based fee (in addition to a management fee). In the case of the Flex strategies, which consist of a combination of Near-Term Active implementation and Term Structure Monetization, and pay both a management and performance-based fee, the trading group associated with Near-Term Active implementation is responsible for that portion of the Flex portfolio pursuing this methodology, and the trading group associated with Term Structure Monetization is responsible for that portion of the Flex portfolio pursuing this methodology. As each portfolio management group is evaluated on the basis of the quality of their management of the accounts (or the Flex portfolio components) for which they are responsible, it is in their interest to ensure fair treatment of their portfolios (or their portfolio portions), irrespective of fee arrangements.
The transactions for client accounts managed pursuant to a particular strategy may be the same as, different than, or opposite to, trades for other strategies. Accordingly, the performance in some clients accounts may be materially different than the performance in other clients accounts that invest in different strategies. Moreover, Gresham, its affiliates, or principals may express views and/or effect transactions that are inconsistent with, or contrary to, the trading strategies that it undertakes on behalf of one or more clients.
Additionally, clients should be aware that a performance-based fee arrangement may create an incentive for Gresham to recommend a portfolio with a more active implementation methodology,
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which increases the possibility of tracking error vs. the benchmark and may entail increased liquidity risk, rather than implementation methodologies associated with portfolios that we might recommend under a different fee arrangement. Gresham attempts to ensure that such strategies are consistent with the clients investment objectives and that they understand and are able to bear the potential risks.
Dr. Henry Jarecki, Chairman of Gresham, frequently engages in the trading, on his own behalf and on behalf of entities he controls, of commodity futures contracts and other commodity interests. Dr. Jareckis commodity trading activities include the following: investing in and trading alongside other participants in each of the Gresham strategies; seeding new Gresham strategies; engaging in asset allocation trades subject to timing restrictions; and engaging in algorithmic or automated program trades. Greshams internal policies and procedures, which generally prohibit employees from engaging in personal commodities transactions other than through Gresham-managed portfolios, provide certain exceptions that permit Dr. Jarecki to engage in such personal trading. While Dr. Jareckis trading activities are subject to controls designed to mitigate possible conflicts of interest (including both pre-clearance and post-trade reviews by Greshams Chief Compliance Officer of all of Dr. Jareckis trades other than algorithmic and automated trades and periodic reviews by auditors), his trading activities could involve potential conflicts of interest in that Dr. Jareckis trades may be different from, or opposite to, those of the Funds.
Nuveen Asset Management . Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.
The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.
With respect to many of its clients accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.
Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Beneficial Ownership of Securities
As of the date of this SAI, each Fund had not yet issued any shares.
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Independent Registered Public Accounting Firm, Custodian and Transfer Agent
PricewaterhouseCoopers LLP (PwC), One North Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Trust. In addition to audit services, PwC provides assistance on accounting, internal control, tax and related matters.
The custodian of the assets of the Funds 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, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530.
The Funds, the Adviser, the Sub-Advisers and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Adviser and Sub-Advisers, Rule 204A-1 under the Investment Advisers Acts of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to information about the Funds securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Funds, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Trustees and could result in severe penalties.
The Funds Boards of Trustees have delegated to the Adviser and, as applicable, the Sub-Advisers, the responsibility for voting proxies on behalf of each Fund, and have determined that the Adviser and, as applicable, the Sub-Advisers, will vote proxies with respect to those portfolio securities for which they have investment responsibility. The proxy voting policies and procedures for the Adviser and Nuveen Asset Management are set forth in Appendix B. Although Gresham has discretion over client accounts, as of the date of this SAI, it does not exercise voting authority with respect to client securities. Accordingly, Gresham does not maintain proxy voting policies and procedures.
Each Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended September 30th, no later than November 30th of each year. Each Funds Form N-PX filings are available (i) without charge, upon request, by calling toll-free at (800) 257-8787, (ii) on the Funds website ( www.nuveen.com ) and (iii) on the SECs website ( http://www.sec.gov ).
Gresham. Gresham executes all trades on behalf of its clients through a Futures Commission Merchant (FCM). An FCM clears all futures trades and holds all client funds deposited as margin in a segregated account. In the case of commingled investment vehicles managed by Gresham, including the Funds, Gresham selects the FCM. Gresham bases selection of an FCM on the following criteria:
|
Size (the FCM must rank among the top 10 firms in segregated funds held); |
|
Competitiveness of commissions charged; and |
|
Efficiency of operations. |
Gresham reserves the right to direct all trades to any FCM or floor broker it chooses or to an electronic trading platform for execution with instructions to give up the transactions to the clients
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clearing broker. The clearing broker will then pay floor brokerage and additional administrative or give up fees to the executing FCM, floor broker or electronic trading platform from the clients account. Greshams choice of executing FCMs, floor brokers and electronic trading platforms is based on its assessments as to the quality and cost of executions.
Gresham has no formal or informal arrangements or commitments to utilize research, research-related products or any other services obtained from FCMs, executing floor brokers, foreign exchange counterparties, or third parties, on a soft dollar commission basis. Gresham typically aggregates trades for clients pursuing a common implementation strategy whenever possible, consistent with our duty to seek best execution. In such cases, participating clients will receive an average trade price, and a pro-rata allocation of the contracts bought or sold as well as the associated transaction costs. In the event of a partial fill of a batched order, we will allocate the traded contracts pro-rata, at the average price.
Nuveen Asset Management. Nuveen Asset Management is responsible for decisions to buy and sell securities in the Funds collateral accounts, the negotiation of the prices to be paid or received for principal trades, and the allocation of its transactions among various dealer firms. Portfolio securities will normally be purchased directly from an underwriter in a new issue offering or in the over-the-counter secondary market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained elsewhere. Portfolio securities will not be purchased from Nuveen or its affiliates except in compliance with the 1940 Act.
The Funds expect that substantially all portfolio transactions will be effected on a principal (as opposed to an agency) basis and, accordingly, do not expect to pay significant amounts of brokerage commissions. Brokerage will not be allocated based on the sale of a Funds shares. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases from dealers will include the spread between the bid and asked price. It is the policy of Nuveen Asset Management to seek the best execution under the circumstances of each trade. Nuveen Asset Management evaluates price as the primary consideration, with the financial condition, reputation and responsiveness of the dealer considered secondarily in determining best execution. Given the best execution obtainable, it may be Nuveen Asset Managements practice to select dealers that, in addition, furnish research information (primarily credit analyses of issuers and general economic reports) and statistical and other services to Nuveen Asset Management. It is not possible to place a dollar value on information and statistical and other services received from dealers. Since it is only supplementary to Nuveen Asset Managements own research efforts, the receipt of research information is not expected to reduce significantly Nuveen Asset Managements expenses. For certain secondary market transactions where the execution capability of two brokers is judged to be of substantially similar quality, Nuveen Asset Management may randomly select one of them. While Nuveen Asset Management will be primarily responsible for the placement of the portfolio transactions of the Funds, the policies and practices of Nuveen Asset Management in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of Trustees.
Nuveen Asset Management may manage other investment companies and investment accounts for other clients that have investment objectives similar to the Funds. Subject to applicable laws and regulations, Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by a Fund and another advisory account. In making such allocations the main factors to be considered will be the respective investment objectives, the relative size of the portfolio holdings of the same or comparable securities, the availability of cash for investment or need to raise cash, and the size of investment commitments generally held. While this procedure could have a detrimental effect on the price or amount of the securities (or in the case of dispositions, the demand for securities) available to the Funds from time to time, it is the opinion of the Board of Trustees that the benefits available from the Nuveen Asset Management organization will outweigh any disadvantage that may arise from exposure to simultaneous transactions.
Under the 1940 Act, a Fund may not purchase portfolio securities from any underwriting syndicate of which the Distributor 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 a Fund, the amount of securities that may be purchased in any one issue and the assets
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of a Fund 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 Board of Trustees, including a majority of the independent trustees.
Portfolio Trading and Turnover
The Funds will make changes in their investment portfolios from time to time in order to seek to take advantage of opportunities in the market and to limit exposure to market risk. The Funds may also engage to a limited extent in short-term trading consistent with their investment objectives. Changes in the Funds investments are known as portfolio turnover.
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 Funds 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. A complete list of portfolio holdings information is generally made available on the Funds website ten business days after the end of the month. Additionally, the Funds publish on the website a list of its top ten 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 Funds file with the SEC their Forms N-CSR or Forms N-Q for the period that includes the date as of which the website information is current.
Additionally, the Funds 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 Funds 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 Funds may disclose on an ongoing basis non-public portfolio holdings information in the normal course of their investment and administrative operations to various service providers, including the Adviser and/or sub-adviser, independent registered public accounting firm, custodian, financial printer (R. R. Donnelley Financial and Financial Graphic Services), proxy voting service(s) (including ISS, ADP Investor Communication Services, and Glass, Lewis & Co.), and to the legal counsel for the Funds independent trustees (Chapman and Cutler LLP). Also, the Adviser may transmit to Vestek Systems, Inc. daily non-public portfolio holdings information on a next-day basis to enable the 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 Adviser and/or sub-adviser 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 are taken in an effort to avoid potential misuse of the disclosed information, including limitations on the scope of the portfolio holdings information disclosed, when appropriate.
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 Funds, and the recipient is obligated to maintain the confidentiality of the information and not misuse it.
Compliance officers of the Funds and the Adviser and sub-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.
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There is no assurance that the Funds policies on portfolio holdings information will protect the Funds from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
The following parties currently receive non-public portfolio holdings information regarding one or more of the Nuveen Mutual Funds on an ongoing basis pursuant to the various arrangements described above:
ADP Investor Communications Services
Altrinsic Global Advisors, LLC
Barclays Capital, Inc.
Barra
Bloomberg
BNP Paribas Prime Brokerage, Inc.
BNP Paribas Securities Corp.
Broadridge Systems
Cantor Fitzgerald & Co.
Chapman and Cutler LLP
Commerz Markets LLC
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA), LLC
Deutsche Bank Securities, Inc.
Dresdner Kleinwort Securities, LLC
Ernst & Young LLP
FactSet Research Systems
Financial Graphic Services
First Clearing, LLC
Forbes
Glass, Lewis & Co.
Goldman Sachs & Co.
Hansberger Global Investors, LLC
HSBC Securities (USA), Inc.
ING Financial Markets, LLC
The Investment Company Institute
ISS
Jefferies & Company, Inc.
J.P. Morgan Clearing Corp.
J.P. Morgan Securities, Inc.
Lazard Asset Management, Inc.
Lipper Inc.
Merrill Lynch, Pierce, Fenner & Smith
Moodys
Morgan Stanley & Co., Inc.
Morningstar, Inc.
MS Securities Services, Inc.
Newedge USA, LLC
Nuveen Asset Management, LLC
Nuveen Fund Advisors, Inc.
Pershing, LLC
PricewaterhouseCoopers LLP
Raymond James & Associates, Inc.
RBC Capital Markets Corporation
RBS Securities, Inc.
R.R. Donnelley & Sons Company
R.R. Donnelley Financial
Scotia Capital (USA), Inc.
SG Ameritas Securities, LLC
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Societe Generale, New York Branch
Standard & Poors
State Street Bank & Trust Co.
Strategic Insight
TD Ameritrade Clearing, Inc.
ThomsonReuters LLC
UBS Securities, LLC
U.S. Bancorp Fund Services, LLC
U.S. Bank N.A.
Value Line
Vestek Systems, Inc.
Vickers
Wells Fargo Securities, LLC
Each Funds net asset value is determined as set forth in the Prospectus under General InformationNet Asset Value.
The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series, which may be divided into classes of shares. Currently, there are four series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class C shares, Class R3 shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a 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 a 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 a Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
As of June 30, 2012, the Funds were aware of no person who owned of record 5% or more of the outstanding shares of each class of stock of the Funds.
This section summarizes some of the main U.S. federal income tax consequences of owning shares of a Fund. This section is current as of the date of this SAI. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For
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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 Funds. 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 Funds. 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.
Each Fund intends to qualify as a regulated investment company (RIC) under the federal tax laws. If a Fund qualifies as a RIC 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 RIC, a 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 investment company taxable income and 90% of its net tax-exempt interest income for the year (the Distribution Requirement) and satisfies certain other requirements of the Code that are described below. Each 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, each 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 a qualified publicly traded partnership (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify as a RIC. Under this test, at the close of each quarter of a 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 RICs), 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). There are certain exceptions for failure to qualify if the failure is for reasonable cause or is de minimis and certain corrective action is taken and certain tax payments are made by the Fund.
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. 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, a 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 your Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from your Fund that you must take into account
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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.
A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from the Funds, 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 a Fund from certain corporations may be reported by the Fund as being eligible for the dividends received deduction.
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 0% for certain taxpayers in the 10% and 15% tax brackets). These capital gains rates are generally effective for taxable years beginning before January 1, 2013. 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). 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 your 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. The Code treats certain capital gains as ordinary income in special situations.
For taxable years beginning after December 31, 2012, recently enacted legislation imposes an additional tax at a rate of 3.8% on the lesser of (1) an individuals net investment income or (2) the excess of the individuals modified adjusted gross income over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). For this purpose, net investment income generally includes dividends, taxable interest, and net gain from the disposition of investment property, reduced by any deductions properly allocable to such income or net gain. This tax is in addition to any other taxes due on that income. A similar tax will apply for those years to estates and trusts. Shareholders are advised to consult their own tax advisers regarding the effect, if any, this provision may have on their investment in shares of the Fund.
If you exchange shares of your Fund for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Investment in the Subsidiaries
Each Funds ability to make direct and indirect investments in commodities and certain related investments is limited by the Funds intention to qualify as a RIC under the Code. If a Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. tax purposes, the Funds status as a RIC may be jeopardized. Each Funds investment in its Subsidiary is intended to provide additional exposure to commodities while allowing the Fund to satisfy the requirements applicable to RICs. In the past, the IRS had issued private letter rulings to RICs to the effect that
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income deemed to be received from their wholly-owned subsidiaries meets the requirements of RIC qualification without regard to whether it is currently paid to the parent mutual fund in the form of a cash dividend (repatriated). The IRS recently suspended the issuance of such rulings while it considers the release of published guidance on the issue. It is unclear whether such guidance will be favorable to RICs or would eliminate the need for newly organized funds to seek their own rulings. The Funds have not received a private letter ruling. In the absence of a private letter ruling or guidance to the same or similar effect, the Funds will rely upon an opinion of counsel to the effect that, consistent with Section 851(b) of the Code, income received from a controlled foreign corporation (CFC) by a RIC will be considered qualifying income if it is distributed from the CFC in the year earned, and the Subsidiaries will be operated consistent with this statutory provision. However, if a Fund were to fail to qualify as a RIC in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as dividend income. If the Subsidiaries do not make the distributions, or do not make the distributions in the year earned, the Funds may still be required to recognize the Subsidiaries commodities income for the purposes of calculating the Funds own taxable income. It is anticipated that for federal income tax purposes, income and capital gain earned by the Subsidiaries and distributed to the Funds and their shareholders will be considered a distribution of net investment income generally taxable to shareholders as ordinary income. Net losses earned by the Subsidiaries may not be netted with income or gain earned within the Funds and may not be carried forward for use in future years.
Absent a specific statutory exemption, dividends other than capital gain dividends paid by a Fund to a shareholder that is not a U.S. person within the meaning of the Code (a foreign shareholder) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign source dividend and interest income) that, if paid to a foreign shareholder directly, would not be subject to withholding. Distributions properly reported as capital gain dividends generally are not subject to withholding of U.S. federal income tax.
For distributions with respect to taxable years beginning before January 1, 2012, a RIC was not required to withhold any amounts (i) with respect to distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, to the extent such distributions were properly reported as such by the RIC in a written notice to shareholders (interest-related dividends), and (ii) with respect to distributions of net short-term capital gains in excess of net long-term capital losses to the extent such distributions were properly reported as such by the RIC in a written notice to shareholders (short term capital gain dividends). This exception to withholding for interest-related dividends did not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial owner was not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that was within certain foreign countries that had inadequate information exchange with the United States, or (D) to the extent the dividend was attributable to interest paid by a person that was a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. The exception to withholding for short-term capital gain dividends did not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions subject to special rules regarding the disposition of U.S. real property interests as described below. A RIC was permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as were eligible, but was not required to do so. The exemption from withholding for interest-related and short-term capital gain dividends has expired for distributions with respect to taxable years of the Fund beginning on or after January 1, 2012, unless Congress enacts legislation providing otherwise. It is currently unclear whether Congress will extend these exemptions for distributions with respect to taxable years of a RIC beginning on or after January 1, 2012, or what the terms of such an extension would be, including whether such extension would have retroactive effect.
Foreign shareholders with respect to whom income from a Fund is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be
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subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on capital gain dividends unless (i) such gain or dividend is effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, or (ii) in the case of a foreign shareholder that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund.
In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign shareholders should consult their tax advisers in this regard.
Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should consult their tax advisers about their particular situation. A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.
Foreign Account Tax Compliance Act
The United States has enacted the Foreign Account Tax Compliance Act (FATCA), which may have an adverse effect on shareholders that are considered foreign financial institutions. Beginning in 2014 certain withholdable payments made to a foreign financial institution may be subject to a 30% withholding tax unless (i) such an institution enters into an agreement with the Internal Revenue Service to collect and provide annually to the Internal Revenue Service substantial information regarding shares owned by specified United States persons or United States owned foreign entities or (ii) such institution is a tax resident in a jurisdiction that has entered into a similar agreement with the Internal Revenue Service. For this purpose withholdable payment includes any payment of interest (even if the interest is otherwise exempt from withholding), dividends, and the gross proceeds of a disposition of stock (including a liquidating distribution from a corporation) or debt instruments, in each case with respect to any U.S. investment. A specified United States person is essentially any U.S. person, other than publicly traded corporations, their affiliates, tax-exempt organizations, governments, banks, real estate investment trusts, regulated investment companies, and common trust funds. A United States owned foreign entity is a foreign entity with one or more substantial United States owners, generally defined as a United States person owning a greater than 10% interest. Regulations implementing FATCA have not been fully developed and it is difficult to predict how the Fund may be affected by FATCAs requirements. Investors that may be classified as financial institutions should consult their advisors concerning the impact of FATCA on them.
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.
Each class of shares of a 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
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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 a 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.
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) trustees 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 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 each of the Funds. The example assumes a purchase based on the initial net asset value for Class A shares of a Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus.
Nuveen Gresham
Diversified Commodity Strategy Fund |
Nuveen Gresham
Long/Short Commodity Strategy Fund |
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Net Asset Value per share | $ | 20.00 | $ | 20.00 | ||||
Per Share Sales Charge5.75% of public offering price (6.10% and 6.10%, respectively, of net asset value per share) | 1.22 | 1.22 | ||||||
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Per Share Offering Price to the Public | $ | 21.22 | $ | 21.22 | ||||
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Each Fund receives the entire net asset value of all Class A shares that are sold.
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 a 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 the Distributor or the Funds transfer agent of any cumulative discount whenever you plan to purchase Class A shares of a 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 a 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
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applicable section of the Application Form or sign and deliver to your financial advisor or other financial intermediary or to the Funds transfer agent a written Letter of Intent in a form acceptable to the Distributor. 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 I and 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.
By establishing a Letter of Intent, you agree that your first purchase of Class A shares of a 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, are less than the amount specified, you must pay the Distributor 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 the Distributor or your financial advisor, the Distributor 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 the Distributor 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 the Distributor 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 domestic partner and your children under the age of 21 years, 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 the Distributor. There is no initial or subsequent minimum investment requirement for such reinvestment purchases. The Distributor 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 the Distributor 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 a Fund may be purchased at net asset value without a sales charge by the following categories of investors:
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investors purchasing $1,000,000 or more; |
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current and former trustees/directors of the Nuveen Funds; |
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full-time and retired employees of Nuveen Investments, and subsidiaries thereof, or their immediate family members (immediate family members are defined as their spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a siblings spouse and a spouses siblings); |
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any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, or their immediate family members; |
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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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clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and |
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employer-sponsored retirement plans except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans. |
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 Funds. You or your financial advisor must notify the Distributor or your Funds transfer agent whenever you make a purchase of Class A shares of any Fund that you wish to be covered under these special sales charge waivers.
Class A shares of any Fund may be issued at net asset value without a sales charge in connection with the acquisition by a Fund of another investment company. All purchases under the special sales charge waivers will be subject to minimum purchase requirements as established by the Funds.
The reduced sales charge programs may be modified or discontinued by the Funds 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.
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 the Distributor for paying your financial advisor or other financial intermediary 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. The Distributor 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.
Redemption 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 without a sales charge because the purchase amount exceeded $1 million, a CDSC 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 any redemption within 12 months of purchase (except in cases where a shareholder is eligible for a waiver).
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In determining whether a CDSC is payable, each 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 first day of the month in which the purchase was made. 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. The Distributor 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 a 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 a 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 a 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 the Adviser and the Adviser refunds the advanced service and distribution fees to the Distributor; (xi) redemptions of Class C shares in cases where the Distributor did not advance the first years service and distribution fees when such shares were purchased; and (xii) redemptions of Class A shares where the Distributor did not pay a sales commission when such shares were purchased. If a 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 Funds 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 are available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be lowered to $250 for clients of financial intermediaries that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of financial intermediaries anticipated to reach this Class I share holdings level.
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Class I shares are also available for purchase by family offices and their clients. A family office is a company that provides certain financial and other services to a high net worth family or families. The minimum initial investment for family offices and their clients is $100,000, but this minimum will be lowered to $250 for clients of family offices that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of family offices anticipated to reach this Class I share holdings level.
Class I shares also are available for purchase, with no minimum initial investment, by the following categories of investors:
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employer-sponsored retirement plans, except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans; |
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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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advisory accounts of Nuveen Fund Advisors and its affiliates, including other Nuveen Mutual Funds whose investment policies permit investments in other investment companies; |
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current and former trustees/directors of any Nuveen Fund, and their immediate family members (immediate family members are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a siblings spouse and a spouses siblings); |
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officers, directors and former directors of Nuveen Investments and its affiliates, and their immediate family members; |
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full-time and retired employees of Nuveen Investments and its affiliates, and their immediate family members; and |
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any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, and their immediate family members. |
Any shares purchased by investors falling within any of the last four 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 a Fund.
Holders of Class I shares may purchase additional Class I shares using dividends and capital gains distributions on their shares. In addition, shareholders of Nuveen Defined Portfolios may reinvest their distributions in Class I shares, if, before September 6, 1994 (or before June 13, 1995 in the case of Nuveen Intermediate Duration Municipal Bond Fund), such shareholders had elected to reinvest distributions in Nuveen Mutual Fund shares.
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.
Exchange Privilege
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. 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.
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If you hold your shares directly with the Fund, you may exchange your shares by either sending a written request to the applicable 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.
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 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.
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. Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days notice of any material revision to or termination of the exchange privilege.
The exchange privilege is not intended to permit a 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, each 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 a 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
Each 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.
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 Funds recognize the need of investors to periodically make purchases
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and redemptions of Fund shares when rebalancing their portfolios and as their financial 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 a Fund. Subject to certain exceptions noted below, the Funds limit 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 Funds 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 Funds. The Funds 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 Funds may rely on a financial intermediarys policy to restrict market timing and excessive trading if the Funds believe that the policy is reasonably designed to prevent market timing that is detrimental to the Funds. Such policy may be more or less restrictive than the Funds Policy. The Funds 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
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purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in connection with a payment of account or plan fees; (ix) redemptions or exchanges by any fund of funds advised by the Adviser; and (x) redemptions in connection with the exercise of a Funds right to redeem all shares in an account that does not maintain a certain minimum balance or that the applicable board has determined may have material adverse consequences to the shareholders of a 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.
The Funds have adopted a plan (the Plan) pursuant to Rule 12b-1 under the 1940 Act, pursuant to which Class C shares are subject to an annual distribution fee and Class A and Class C shares are subject to an annual service fee. Each Fund may spend up to 0.25% 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. Each Fund may spend up to 0.75% per year of the average daily net assets of Class C shares as a distribution fee and up to 0.25% per year of the average daily net assets of Class C shares as a service fee under the Plan as applicable to Class C shares. Class I shares are not subject to either distribution or service fees. Distribution and service fees collectively are referred to herein as 12b-1 fees.
The distribution fee applicable to Class C shares under each Funds Plan compensates the Distributor for expenses incurred in connection with the distribution of Class C shares. These expenses include payments to financial intermediaries, including the Distributor, 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 each 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 other distribution-related expenses that may be authorized from time to time by the Board of Trustees.
The service fee applicable to Class A and Class C shares under each Funds Plan is used to compensate 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.
Under each 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
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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. With the exception of the Distributor and its affiliates, no interested person of the Funds, as that term is defined in the 1940 Act, and no Trustee of the Funds has a direct or indirect financial interest in the operation of the Plan or any related agreement.
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf. The Funds 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 applicable 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.
If you choose to invest in a Fund, an account will be opened and maintained for you by Boston Financial Data Services, Inc. (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. Each Fund reserves the right to reject any purchase order and to waive or increase minimum investment requirements.
The Funds do not issue share certificates.
The Distributor serves as the principal underwriter of the shares of the Funds 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 the Distributor to be its agent for the distribution of the Funds shares on a continuous offering basis. The Distributor 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, the Distributor, 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.
The Distributor receives for its services the excess, if any, of the sales price of a 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. The Distributor also receives distribution fees pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under Distribution and Service Plan. The Distributor also 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 the Distributor pursuant to the distribution plan. The Distributor may also act as a Dealer.
To help financial advisors and investors better understand and more efficiently use the Funds to reach their investment goals, the Distributor may advertise and create specific investment programs and systems. For example, this may include information on how to use the Funds to accumulate assets for future education needs or periodic payments such as insurance premiums. The Distributor may produce software, electronic information sites or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs. In addition, wholesale representatives of the Distributor may visit financial advisors on a regular basis to educate them about the Funds and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and
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conferences, entertainment and meals to the extent permitted by law. Nuveen wholesalers may receive additional compensation if they meet certain targets for sales of one or more Nuveen Mutual Funds.
Additional Payments to Financial Intermediaries and Other Payments
In addition to the sales charge payments and the distribution, service and transfer agency fees described in the Prospectus and elsewhere in this SAI, the Adviser and/or the Distributor may make additional payments out of its own assets to selected intermediaries that sell shares of the Nuveen Mutual Funds (such as brokers, dealers, banks, registered investment advisers, retirement plan administrators and other intermediaries; hereinafter, individually, Intermediary, and collectively, Intermediaries) under the categories described below for the purposes of promoting the sale of Fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder processing services.
The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Nuveen Mutual Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediarys organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Adviser and/or the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediarys organization.
These payments are made pursuant to negotiated agreements with Intermediaries. The payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds Prospectus and described above because they are not paid by the Funds.
The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories.
The Adviser and/or the Distributor may also make other additional payments out of its own assets as described under Other Payments below.
Marketing Support Payments and Program Servicing Payments
The Adviser and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the Nuveen Mutual Funds or that make Nuveen Mutual Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.
Marketing Support Payments. Services for which an Intermediary receives marketing support payments may include business planning assistance, advertising, educating the Intermediarys personnel about the Nuveen Mutual Funds in connection with shareholder financial planning needs, placement on the Intermediarys preferred or recommended fund company list, and access to sales meetings, sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling representatives of the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other events sponsored by the Intermediary.
The Adviser and/or the Distributor compensate Intermediaries differently depending upon, among other factors, the number or value of Nuveen Mutual Funds shares that the Intermediary sells or may sell, the value of the assets invested in the Nuveen Mutual Funds by the Intermediarys customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.
Program Servicing Payments. Services for which an Intermediary receives program servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include
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services rendered in connection with fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform program services itself or may arrange with a third party to perform program services.
Program servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset-based.
Marketing Support and Program Servicing Payment Guidelines. In the case of any one Intermediary, marketing support and program servicing payments are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.35% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. In connection with the sale of a business by U.S. Bank N.A. to Great-West Life & Annuity Insurance Company (Great-West), the Adviser and/or the Distributor has a services agreement with GWFS Equities, Inc., an affiliate of Great-West, which provides for payments of up to 0.60% of the average net assets of Fund shares attributable to GWFS Equities, Inc. on an annual basis.
Other Payments
From time to time, the Adviser and/or the Distributor, at its expense, may provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Funds, which may be in addition to marketing support and program servicing payments described above. For example, the Adviser and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset-based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; and (iv) at the direction of a retirement plans sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan.
When not provided for in a marketing support or program servicing agreement, the Adviser and/or the Distributor may pay Intermediaries for enabling the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence trips. These payments may vary depending upon the nature of the event. The Adviser and/or the Distributor make payments for such events as they deem appropriate, subject to its internal guidelines and applicable law.
The Adviser and/or the Distributor occasionally sponsors due diligence meetings for registered representatives during which they receive updates on various Nuveen Mutual Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific number of shares, those who have shown an interest in Nuveen Mutual Funds are more likely to be considered. To the extent permitted by their firms policies and procedures, all or a portion of registered representatives expenses in attending these meetings may be covered by the Adviser and/or the Distributor.
Representatives of the Distributor or its affiliates may receive additional compensation from the Adviser and/or the Distributor if certain targets are met for sales of one or more Nuveen Mutual Funds. Such compensation may vary by Fund and by Intermediary.
Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Adviser and/or the Distributor and the services it provides for those payments.
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Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.
Intermediaries Receiving Additional Payments
The following is a list of Intermediaries receiving one or more of the types of payments discussed above as of June 27, 2012:
ADP Broker-Dealer, Inc.
Alliance Fund Distributors
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Ascensus (formerly BISYS Retirement Services, Inc.)
Benefit Plans Administrative Services, Inc.
Benefit Trust Company
Charles Schwab & Co., Inc.
Chase Investment Services
Citigroup Global Markets Inc.
Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network
CPI Qualified Plan Consultants, Inc.
Digital Retirement Solutions, Inc.
Dyatech, LLC
Edward Jones
ExpertPlan, Inc.
Fidelity Brokerage Services LLC/National Financial Services LLC
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)/Fidelity Advisors Retirement
Genesis Employee Benefits, Inc. DBA Americas VEBA Solution
Great West Life and Annuity Insurance Co.
GWFS Equities, Inc.
Hartford Life Insurance Company
Hartford Securities Distribution Company, Inc.
Hewitt Associates LLC
ICMA Retirement Corporation
ING Life Insurance and Annuity Company/ING Institutional Plan Services LLC/ING Financial Advisors, LLC (formerly CitiStreet LLC/CitiStreet Advisors LLC)
J.P. Morgan Retirement Plan Services, LLC
Janney Montgomery Scott LLC
Lincoln Retirement Services Company LLC/AMG Service Corp.
Linsco/Private Ledger Corp.
Marshall & Ilsley Trust Company, N.A.
Massachusetts Mutual Life Insurance Company
Mercer HR Outsourcing LLC
Merrill Lynch, Pierce, Fenner & Smith Inc.
Mid Atlantic Capital Corporation
Morgan Stanley & Co., Incorporated/Morgan Stanley Smith Barney LLC
MSCS Financial Services, LLC
Nationwide Financial Services, Inc.
Newport Retirement Services, Inc.
NYLife Distributors LLC
Pershing LLC
Princeton Retirement Group/GPC Securities, Inc.
Principal Life Insurance Company
Prudential Insurance Company of America (The)
Prudential Investment Management Services, LLC/Prudential Investments LLC
Raymond James & Associates/Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Reliance Trust Company
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Retirement Plan Company, LLC (The)
Robert W. Baird & Co., Inc.
Savings Institute and Bank
Smith Barney
Stifel, Nicolaus & Co., Inc.
T. Rowe Price Investment Services, Inc./T. Rowe Price Retirement Plan Services, Inc.
TD Ameritrade, Inc.
TD Ameritrade Trust Company (formerly Fiserv Trust Company/International Clearing Trust Company)
TIAA-CREF Individual & Institutional Services, LLC
U.S. Bancorp Investments, Inc.
U.S. Bank N.A.
UBS Financial Services, Inc.
Unified Trust Company, N.A.
VALIC Retirement Services Company (formerly AIG Retirement Services Company)
Vanguard Group, Inc.
Wells Fargo Advisors, LLC
Wells Fargo Bank, N.A.
Wilmington Trust Company
Wilmington Trust Retirement and Institutional Services Company (formerly AST Capital Trust Company)
Any additions, modifications or deletions to the list of Intermediaries identified above that have occurred since June 27, 2012 are not reflected in the list.
Each Fund has not yet commenced operations as of the date of this SAI and therefore has no financial statements.
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APPENDIX ARATING 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 forward-looking opinion about 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 opinion reflects S&Ps view of the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
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 daysincluding 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 S&Ps analysis of 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.
Issue rating are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
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 to a 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. | |||
BBB | An obligation rated BBB 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. |
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.
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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 for the obligor 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 C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. | |
D | An obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, 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 similar action if payments on an obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
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.
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 policy. |
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. |
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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 finer 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, including a regulatory capital instrument, 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 and are typically in default, with little prospect for recovery of principal or interest. |
Note: Moodys appends 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.
Medium-Term Note Program Ratings
Moodys assigns ratings to medium-term note (MTN) programs and to the individual debt securities issued from them (referred to as drawdowns or notes). These ratings may be expressed on Moodys general long-term or short-term rating scale, depending upon the intended tenor of the notes to be issued under the program.
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MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (e.g. senior or subordinated). However, the rating assigned to a drawdown from a rated MTN program may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuers default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.
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 or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations 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. | |
P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. | |
NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
U.S. Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Obligation Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal 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. MIG ratings expire at the maturity of the obligation.
MIG 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 | This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. | |
MIG 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. |
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. 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 ability to
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receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
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.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. | |
VMIG 2 | This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. | |
VMIG 3 | This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. | |
SG | This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand. |
Fitch Ratings A brief description of the applicable Fitch Ratings (Fitch) ratings symbols and meanings (as published by Fitch) follows:
Fitchs credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agencys credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitchs credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch may include additional considerations (i.e. rate to
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a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
International Long-Term Ratings
Issuer Credit Rating Scales
Investment Grade
AAA | Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. | |
AA | Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. | |
A | High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. | |
BBB | Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
Speculative Grade
BB | Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. | |
B | Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. | |
CCC | Substantial credit risk. Default is a real possibility. | |
CC | Very high levels of credit risk. Default of some kind appears probable. | |
C |
Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include:
the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
Fitch otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
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RD | Restricted default. RD ratings indicate an issuer that in Fitchs opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which |
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has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include:
the selective payment default on a specific class or currency of debt;
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
execution of a distressed debt exchange on one or more material financial obligations. |
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D |
Default. D ratings indicate an issuer that in Fitchs opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice. |
International Short-Term Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1 | Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. | |
F2 | Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. | |
F3 | Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. | |
B | Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. | |
C | High short-term default risk. Default is a real possibility. |
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RD | Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only. | |
D | Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
Notes to Long-term and Short-term ratings:
The modifiers, + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA category, or to categories below B.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
WD indicates that the rating has been withdrawn and the issue or issuer is no longer rated by Fitch.
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action. A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period.
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APPENDIX BPROXY VOTING POLICIES AND PROCEDURES
Nuveen Fund Advisors, Inc.
Proxy Voting Policies and Procedures
Effective Date: January 1, 2011
I. Introduction
Nuveen Fund Advisors, Inc. ( Adviser ) is an investment adviser for the Nuveen Funds (the Funds ) and for other accounts (collectively, with the Funds, Accounts ). As such, Accounts may confer upon Adviser complete discretion to vote proxies. It is Advisers duty to vote proxies in the best interests of its clients (which may involve affirmatively deciding that voting the proxies may not be in the best interests of certain clients on certain matters). In voting proxies, Adviser also seeks to enhance total investment return for its clients.
When Adviser contracts with another investment adviser to act as a sub-adviser for its Accounts, Adviser delegates proxy voting responsibility to the sub-adviser (each a Sub-Adviser ). Where Adviser has delegated proxy voting responsibility, the Sub-Adviser will be responsible for developing and adhering to its own proxy voting policies, subject to oversight by Adviser.
II. Policies and Procedures
Consistent with its oversight responsibilities, Adviser has adopted the following Sub-Adviser oversight policies and procedures:
1. | Prior to approval of any sub-advisory contract by Adviser or the Board of Directors of the Funds, as applicable, Advisers Compliance reviews the Sub-Advisers proxy voting policy (each a Sub-Adviser Policy ) to ensure that such Sub-Adviser Policy is designed in the best interests of Advisers clients. Thereafter, at least annually, Advisers Compliance reviews and approves material changes to each Sub-Adviser Policy. |
2. | On a quarterly basis, Advisers Investment Operations will request and review reports from each Sub-Adviser reflecting any overrides of its Sub-Adviser Policy or conflicts of interest addressed during the previous quarter, and other matters Advisers Investment Operations deems appropriate. Any material issues arising from such review will be reported to Advisers management and if appropriate, the Board of Directors of the Funds. |
III. Policy Owner
Chief Compliance Officer
IV. Responsible Parties
Compliance
Investment Operations
Last Amended 1/1/11
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Nuveen Asset Management, LLC
Proxy Voting Policies and Procedures
Effective Date: January 1, 2011
I. General Principles
A. Nuveen Asset Management, LLC ( Adviser ) is an investment sub-adviser for certain of the Nuveen Funds (the Funds ) and investment adviser for institutional and other separately managed accounts (collectively, with the Funds, Accounts ). As such, Accounts may confer upon Adviser complete discretion to vote proxies. It is Advisers duty to vote proxies in the best interests of its clients (which may involve affirmatively deciding that voting the proxies may not be in the best interests of certain clients on certain matters 1 ). In voting proxies, Adviser also seeks to enhance total investment return for its clients.
B. If Adviser contracts with another investment adviser to act as a sub-adviser for an Account, Adviser may delegate proxy voting responsibility to the sub-adviser. Where Adviser has delegated proxy voting responsibility, the sub-adviser will be responsible for developing and adhering to its own proxy voting policies, subject to oversight by Adviser.
C. Advisers Investment Policy Committee ( IPC ), comprised of the firms most senior investment professionals, is charged with oversight of the proxy voting policies and procedures. The IPC is responsible for (1) approving the proxy voting policies and procedures, and (2) oversight of the activities of Advisers Proxy Voting Committee ( PVC ). The PVC is responsible for providing an administrative framework to facilitate and monitor Advisers exercise of its fiduciary duty to vote client proxies and fulfill the obligations of reporting and recordkeeping under the federal securities laws.
II. Policies
The IPC, after reviewing and concluding that such policies are reasonably designed to vote proxies in the best interests of clients, has approved and adopted the proxy voting policies of Institutional Shareholder Services, Inc. ( ISS ), a leading national provider of proxy voting administrative and research services. As a result, such policies set forth Advisers positions on recurring proxy issues and criteria for addressing non-recurring issues. These policies are reviewed periodically by ISS, and therefore are subject to change. Even though it has adopted ISS policies, Adviser maintains the fiduciary responsibility for all proxy voting decisions.
III. Procedures
A. Supervision of Proxy Voting Service. The PVC shall supervise the relationship with Advisers proxy voting service, ISS. ISS apprises Adviser of shareholder meeting dates, provides research on proxy proposals and voting recommendations, and casts the actual proxy votes. ISS also serves as Advisers proxy voting record keeper and generates reports on how proxies were voted.
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Adviser may not vote proxies associated with the securities of any issuer if as a result of voting, subsequent purchases or sales of such securities would be blocked. However, Adviser may decide, on an individual security basis that it is in the best interests of its clients to vote the proxy associated with such a security, taking into account the loss of liquidity. In addition, Adviser may not to vote proxies where the voting would in Advisers judgment result in some other financial, legal, regulatory disability or burden to the client (such as imputing control with respect to the issuer) or subject to resolution of any conflict of interest as provided herein, to Adviser. |
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B. Conflicts of Interest.
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The following relationships or circumstances may give rise to conflicts of interest: 2 |
a. | The issuer or proxy proponent (e.g., a special interest group) is Madison Dearborn Partners, a private equity firm and affiliate of Adviser ( MDP ), or a company that controls, is controlled by or is under common control with MDP. |
b. | The issuer is an entity in which an executive officer of Adviser or a spouse or domestic partner of any such executive officer is or was (within the past three years of the proxy vote) an executive officer or director. |
c. | The issuer is a registered or unregistered fund for which Adviser or another Nuveen adviser serves as investment adviser or sub-adviser. |
d. | Any other circumstances that Adviser is aware of where Advisers duty to serve its clients interests, typically referred to as its duty of loyalty, could be materially compromised. |
2. | Adviser will vote proxies in the best interest of its clients regardless of such real or perceived conflicts of interest. By adopting ISS policies, Adviser believes the risk related to conflicts will be minimized. |
3. | To further minimize this risk, the IPC will review ISS conflict avoidance policy at least annually to ensure that it adequately addresses both the actual and perceived conflicts of interest the proxy voting service may face. |
4. | In the event that ISS faces a material conflict of interest with respect to a specific vote, the PVC shall direct ISS how to vote. The PVC shall receive voting direction from the Head of Research, who will seek voting direction from appropriate investment personnel. Before doing so, however, the PVC will confirm that Adviser faces no material conflicts of its own with respect to the specific proxy vote. |
5. | If the PVC concludes that a material conflict does exist, it will recommend to the IPC a course of action designed to address the conflict. Such actions could include, but are not limited to: |
a. | Obtaining instructions from the affected client(s) on how to vote the proxy; |
b. | Disclosing the conflict to the affected client(s) and seeking their consent to permit Adviser to vote the proxy; |
c. | Voting in proportion to the other shareholders; |
d. | Recusing an IPC member from all discussion or consideration of the matter, if the material conflict is due to such persons actual or potential conflict of interest; or |
e. | Following the recommendation of a different independent third party. |
6. | In addition to all of the above-mentioned and other conflicts, members of the IPC and the PVC must notify Advisers Chief Compliance Officer of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the MDP affiliate or Fund complex with regard to how Adviser should vote proxies. The Chief Compliance Officer will investigate the allegations and will report the findings to Advisers President and the General Counsel. If it is determined that improper influence |
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A conflict of interest shall not be considered material for the purposes of these Policies and Procedures in respect of a specific vote or circumstance if the matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer, even if a conflict described in III.B.1a.-d is present. |
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was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the MDP affiliate, or notification of the appropriate regulatory authorities. In all cases, the IPC shall not consider any improper influence in determining how to vote proxies, and will vote in the best interests of clients. |
C. Proxy Vote Override. From time to time, a portfolio manager of an Account (a Portfolio Manager ) may initiate action to override the ISS recommendation for a particular vote. Any such override by a NAM Portfolio Manager (but not a sub-adviser Portfolio Manager) shall be reviewed by Advisers Legal Department for material conflicts. If the Legal Department determines that no material conflicts exist, the approval of one investment professional on the IPC or the Head of Equity Research shall authorize the override. If a material conflict exists the conflict and, ultimately, the override recommendation will be addressed pursuant to the procedures described above under Conflicts of Interest.
D. Securities Lending.
1. | In order to generate incremental revenue, some clients may participate in a securities lending program. If a client has elected to participate in the lending program then it will not have the right to vote the proxies of any securities that are on loan as of the shareholder meeting record date. A client, or a Portfolio Manager, may place restrictions on loaning securities and/or recall a security on loan at any time. Such actions must be affected prior to the record date for a meeting if the purpose for the restriction or recall is to secure the vote. |
2. | Portfolio Managers and/or analysts who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting the affected securities prior to the record date for the matter. If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Agent to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so. Training regarding the process to recall securities on loan or restrict the loaning of securities is given to all Portfolio Managers and analysts. |
E. Proxy Voting for ERISA Clients. If a proxy voting issue arises for an ERISA client, Adviser is prohibited from voting shares with respect to any issue advanced by a party in interest of the ERISA client.
F. Proxy Voting Records. As required by Rule 204-2 of the Investment Advisers Act of 1940, Adviser shall make and retain five types of records relating to proxy voting; (a) proxy voting policies and procedures; (b) proxy statements received for client and fund securities; (c) records of votes cast on behalf of clients and funds; (d) records of written requests for proxy voting information and written responses from the Adviser to either a written or oral request; and (e) any documents prepared by the adviser that were material to making a proxy voting decision or that memorialized the basis for the decision. Adviser may rely on ISS to make and retain on Advisers behalf records pertaining to the rule.
G. Fund of Funds Provision. In instances where Adviser provides investment advice to a fund of funds that acquires shares of affiliated funds or three percent or more of the outstanding voting securities of an unaffiliated fund, the acquiring fund shall vote the shares in the same proportion as the vote of all other shareholders of the acquired fund. If compliance with this policy results in a vote of any shares in a manner different than the ISS recommendation, such vote will not require compliance with the Proxy Vote Override procedures set forth above.
H. Legacy Securities. To the extent that Adviser receives proxies for securities that are transferred into an Accounts portfolio that were not recommended or selected by Adviser and are
B-4
sold or expected to be sold promptly in an orderly manner (legacy securities), Adviser will generally instruct ISS to refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further Advisers interest in maximizing the value of client investments. Adviser may agree to an institutional Accounts special request to vote a legacy security proxy, and would instruct ISS to vote such proxy in accordance with its guidelines.
I. Review and Reports.
1. | The PVC shall maintain a review schedule. The schedule shall include reviews for the proxy voting policy (including the policies of any sub-adviser), the proxy voting record, account maintenance, and other reviews as deemed appropriate by the PVC. The PVC shall review the schedule at least annually. |
2. | The PVC will report to the IPC with respect to all identified conflicts and how they were addressed. These reports will include all Accounts, including those that are sub-advised. With respect to the review of votes cast on behalf of investments by the Funds, such review will also be reported to the Board of Directors of the Funds at each of their regularly scheduled meetings. Adviser also shall provide the Funds that it sub-advises with information necessary for preparing Form N-PX. |
K. Vote Disclosure to Clients. Advisers institutional and separately managed account clients can contact their relationship manager for more information on Advisers policies and the proxy voting record for their account. The information available includes name of issuer, ticker/CUSIP, shareholder meeting date, description of item and Advisers vote.
IV. Policy Owner
IPC
V. Responsible Parties
IPC
PVC
ADV Review Team
Last Amended 1/1/11
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MAI-GRESH-0712D
PART COTHER INFORMATION
Item 28. Exhibits
(a)(1) | Declaration of Trust of Registrant.(1) | |||
(a)(2) | Amended Establishment and Designation of Classes, dated April 23, 2008.(4) | |||
(a)(3) | Amended and Restated Designation of Series, dated April 18, 2012.(8) | |||
(b) | By-Laws of Registrant, Amended and Restated as of November 18, 2009.(6) | |||
(c) | Not applicable. | |||
(d)(1) | Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated November 13, 2007.(4) | |||
(d)(2) | Renewal of Investment Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated May 25, 2011.(7) | |||
(d)(3) | Amended Schedules A and B of Investment Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated July 23, 2012.(8) | |||
(d)(4) | Investment Sub-Advisory Agreement between Nuveen Fund Advisors, Inc. and Gresham Investment Management LLC, dated July 27, 2012.(8) | |||
(d)(5) | Investment Sub-Advisory Agreement between Nuveen Fund Advisors, Inc. and Nuveen Asset Management, LLC, dated January 1, 2011.(6) | |||
(d)(6) | Schedule A to Investment Sub-Advisory Agreement, amended as of July 23, 2012.(8) | |||
(e)(1) | Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated December 15, 2006.(2) | |||
(e)(2) | Form of Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement.(3) | |||
(e)(3) | Form of Nuveen Funds Rule 22c-2 Agreement, dated October 16, 2006.(5) | |||
(e)(4) | Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 2, 2011.(7) | |||
(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.(2) | |||
(g)(2) | Appendix A to Custodian Agreement, dated July 26, 2012.(8) | |||
(h)(1) | Transfer Agency and Service Agreement between the Nuveen Mutual Funds and Boston Financial Data Services, Inc., dated May 11, 2012.(8) | |||
(h)(2) | Amendment and Schedule A to Transfer Agency and Service Agreement, dated July 25, 2012 and July 30, 2012, respectively.(8) | |||
(i)(1) | Opinion and Consent of Bingham McCutchen LLP, dated July 30, 2012.(8) | |||
(i)(2) | Opinion and Consent of Chapman and Cutler LLP, dated July 30, 2012.(8) | |||
(j) |
Not applicable. |
|||
(k) | Not applicable. | |||
(l) | Subscription Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated December 11, 2006.(2) | |||
(m)(1) | Plan of Distribution and Service Pursuant to Rule 12b-1, dated February 28, 2008.(5) | |||
(m)(2) | Exhibit A to Plan of Distribution and Service Pursuant to Rule 12b-1.(8) | |||
(n) | Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended January 19, 2011.(8) | |||
(o) | Not applicable. | |||
(p)(1) | Code of Ethics and Reporting Requirements for Nuveen Investments Inc., as amended August 15, 2011.(7) | |||
(p)(2) | Code of Ethics for Gresham Investment Management LLC.(8) | |||
(z)(1) | Original Powers of Attorney of Messrs. Amboian, Bremner, Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale, Stone and Stringer, dated January 1, 2011.(6) | |||
(z)(2) | Original Power of Attorney of Michelle Wilson-Clarke, dated July 26, 2012.(8) |
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(1) | Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant. |
(2) | Incorporated by reference to the post-effective amendment no. 1 filed on Form N-1A for Registrant. |
(3) | Incorporated by reference to the post-effective amendment no. 2 filed on Form N-1A for Registrant. |
(4) | Incorporated by reference to the post-effective amendment no. 3 filed on Form N-1A for Registrant. |
(5) | Incorporated by reference to the post-effective amendment no. 7 filed on Form N-1A for Registrant. |
(6) | Incorporated by reference to the post-effective amendment no. 14 filed on Form N-1A for Registrant. |
(7) | Incorporated by reference to the post-effective amendment no. 16 filed on Form N-1A for Registrant. |
(8) | Filed herewith. |
Item 29. Persons Controlled by or under Common Control with the Fund
Not applicable.
Item 30. 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.
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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 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 $70,000,000 (with a $2,500,000 deductible for operational failures (after the deductible is satisfied, the insurer would cover 80% of any operational failure claims and the Fund would be liable for 20% of any such claims) and $1,000,000 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 the Registrant or where he or she shall have had reasonable cause to believe this conduct was unlawful).
Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended, (the 1933 Act) 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 1933 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 1933 Act and will be governed by the final adjudication of such issue.
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Item 31. Business and Other Connections of Investment Adviser
(a) Nuveen Fund Advisors, Inc. (Nuveen Fund Advisors) (formerly known as Nuveen Asset Management) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies. 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 business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors 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 Nuveen Fund Advisors appears below:
Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
Thomas J. Schreier, Jr., Co-President | Vice Chairman of Nuveen Investments, Inc.; Co-Chief Executive Officer (since 2011) of Nuveen Securities, LLC; Chairman of Nuveen Asset Management, LLC; formerly, Chief Executive Officer and Chief Investment Officer of FAF Advisors; formerly, President of First American Funds. | |
William Adams IV, Co-President | Senior Executive Vice President, Global Structured Products, formerly, Executive Vice President (1999-2010), of Nuveen Investments, Inc.; Executive Vice President of Nuveen Securities, LLC; President (since August 2011), formerly, Managing Director ( 2010-2011) of Nuveen Commodities Asset Management, LLC. | |
Sherri A. Hlavacek, Managing Director and Corporate Controller |
Managing Director and Corporate Controller of Nuveen Investments, Inc., Nuveen Securities, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and of Nuveen Asset Management, LLC (since 2011); Vice President and Controller of NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Certified Public Accountant. |
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Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
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 Securities, LLC, Nuveen Asset Management, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Winslow Capital Management, Inc. and NWQ Holdings, LLC. |
|
John L. MacCarthy, Director, Executive Vice President and Secretary |
Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and (since 2011) of Nuveen Asset Management, LLC; Vice President and Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC and Symphony Asset Management LLC; Director, Vice President and Secretary of Winslow Capital Management, Inc. |
|
Glenn R. Richter, Director | Executive Vice President, Chief Operating Officer of Nuveen Investments, Inc. (since 2006); Co-Chief Executive Officer and Chief Operating Officer (since 2011) of Nuveen Securities, LLC; Executive Vice President of Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC. |
C-5
(b) Nuveen Asset Management, LLC (Nuveen Asset Management) acts as one of the sub-investment advisers to the Registrant for Nuveen Preferred Securities Fund, Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund and also serves as sub-investment adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The following is a list of the senior officers of Nuveen Asset Management. The principal business address of each person is 333 West Wacker Drive, Chicago, Illinois 60606.
Name |
Position and Offices
|
Other Business, Profession, Vocation or
|
||
Thomas J. Schreier, Jr. | Chairman | Vice Chairman of Nuveen Investments, Inc.; Co-President of Nuveen Fund Advisors, Inc.; Co-Chief Executive Officer of Nuveen Securities, LLC; formerly, Chief Executive Officer and Chief Investment Officer of FAF Advisors, formerly, President, First American Funds. | ||
William T. Huffman | President | 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. | ||
John L. MacCarthy | Executive Vice President and Secretary | Director, Executive Vice President and Secretary of Nuveen Fund Advisors, Inc.; Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc.; Vice President and Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC and Symphony Asset Management LLC; Director, Vice President and Secretary of Winslow Capital Management, Inc. | ||
Charles R. Manzoni, Jr. |
Managing Director, Chief Operating Officer and
General Counsel |
Managing Director and General Counsel of Nuveen Securities, LLC; formerly, Chief Risk Officer, and Secretary and General Counsel, director on Board of Directors, FAF Advisors. | ||
Sherri A. Hlavacek | Managing Director and Corporate Controller | Managing Director and Corporate Controller of Nuveen Securities, LLC, Nuveen Investments, Inc., Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc. and (since 2011) Nuveen Fund Advisors, Inc.; Vice President and Controller of NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, Inc.; Certified Public Accountant. |
C-6
Name |
Position and Offices
|
Other Business, Profession, Vocation or
|
||
Mary E. Keefe | Managing Director and Chief Compliance Officer | Managing Director and Chief Compliance Officer (since 2011) of Nuveen Fund Advisors, Inc.; Managing Director (since 2004) and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Securities, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Winslow Capital Management, Inc. and NWQ Holdings, LLC. |
(c) Gresham Investment Management LLC (Gresham) acts as one of the sub-investment advisers to the Registrant for Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund. Gresham also serves as sub-investment adviser to another open-end fund and as a commodity trading advisor for pooled investment vehicles and separately managed accounts. The following is a list of the executive officers of Gresham. The principal business address of each person (other than Mr. Adams and Mr. Jurecki) is 67 Irving Place, New York, New York 10003; the principal business address of Mr. Adams and Mr. Jurecki is 333 West Wacker Drive, Chicago, Illinois 60606.
Name |
Positions and Offices
|
Other Business, Profession,
|
||
Dr. Henry G. Jarecki | Chairman; Member of Operating Committee | Professor of Psychiatry and a member of the Advisory Council of the Department of Psychiatry at Yale University School of Medicine | ||
Jonathan S. Spencer | President; Member of Operating Committee | None | ||
Douglas J. Hepworth, CFA | Executive Vice President, Director of Research | None | ||
Robert Reeves | Chief Financial Officer | None | ||
John F. Hartmann | Vice President, Chief Compliance Officer | None | ||
William Adams IV | Member of Operating Committee | Senior Executive Vice President of Nuveen Investments, Inc.; Co-President of Nuveen Fund Advisors, Inc.; President of Nuveen Commodities Asset Management, LLC | ||
Michael Jurecki | Member of Operating Committee | Senior Vice President of Nuveen Investments, Inc. |
Item 32. Principal Underwriters
(a) Nuveen Securities, 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
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Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Funds, Inc., Nuveen Strategy Funds, Inc. and the Registrant.
(b)
Name and Principal
|
Positions and Offices
|
Positions and Offices
|
||
William Adams IV 333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President | None | ||
Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and
Treasurer |
Vice President and
Treasurer |
||
Sherri A. Hlavacek 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and
|
None | ||
Carl M. Katerndahl
333 West Wacker Drive Chicago, IL 60606 |
Executive Vice President and
Head of Distribution |
None | ||
Mary E. Keefe 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and
Chief Compliance Officer |
None | ||
Charles R. Manzoni, Jr. 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and General Counsel | None | ||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Vice President and Secretary | ||
Kathleen L. Prudhomme
901 Marquette Avenue Minneapolis, MN 55402 |
Managing Director and Assistant Secretary | Vice President and Assistant Secretary | ||
Glenn R. Richter 333 West Wacker Drive Chicago, IL 60606 |
Co-Chief Executive Officer and Chief Operating Officer |
None | ||
Thomas S. Schreier, Jr. 333 West Wacker Drive Chicago, IL 60606 |
Co-Chief Executive Officer |
None | ||
Frank M. Wheeler
333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Head of Product and Marketing | None | ||
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 |
Managing Director and Assistant Secretary | Chief Administrative Officer |
(c) Not applicable.
Item 33. Location of Accounts and Records
Nuveen Fund Advisors, 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.
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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 Nuveen Fund Advisors.
Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the required records in its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, 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, as amended, and has duly caused this post-effective amendment to its 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 July, 2012.
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, as amended, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.
* | An original power of attorney authorizing, among others, Kevin J. McCarthy and Gifford R. Zimmerman 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 has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein. |
This Registration Statement of Nuveen Investment Trust V, with respect only to information that specifically relates to the Gresham Diversified Commodity Fund Ltd. and the Gresham Long/Short Commodity Fund Ltd., has been signed below by the following person in the capacity and on the date indicated.
Signature |
Title |
Date |
||||||
WFS Directors Limited
by Michelle Wilson-Clarke* |
By: |
/ S / K EVIN J. M C C ARTHY K EVIN J. M C C ARTHY |
||||||
Senior Vice President |
Attorney-in-Fact |
|||||||
July 30, 2012 |
* | An original power of attorney authorizing Kevin J. McCarthy to execute this registration statement, and amendments thereto, for Michelle Wilson-Clarke, has been executed and is being filed with this registration statement. |
EXHIBIT INDEX
Exhibit
|
Exhibit |
|||
(a)(3) | Amended and Restated Designation of Series, dated April 18, 2012. | |||
(d)(3) | Amended Schedules A and B of Investment Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated July 23, 2012. | |||
(d)(4) | Investment Sub-Advisory Agreement between Nuveen Fund Advisors, Inc. and Gresham Investment Management LLC, dated July 27, 2012. | |||
(d)(6) | Schedule A to Investment Sub-Advisory Agreement, amended as of July 23, 2012. | |||
(g)(2) | Appendix A to Custodian Agreement, dated July 26, 2012. | |||
(h)(1) | Transfer Agency and Service Agreement between the Nuveen Mutual Funds and Boston Financial Data Services, Inc., dated May 11, 2012. | |||
(h)(2) | Amendment and Schedule A to Transfer Agency and Service Agreement, dated July 25, 2012 and July 30, 2012, respectively. | |||
(i)(1) | Opinion and Consent of Bingham McCutchen LLP, dated July 30, 2012. | |||
(i)(2) | Opinion and Consent of Chapman and Cutler LLP, dated July 30, 2012. | |||
(m)(2) | Exhibit A to Plan of Distribution and Service Pursuant to Rule 12b-1. | |||
(n) | Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended January 19, 2011. | |||
(p)(2) | Code of Ethics for Gresham Investment Management LLC. | |||
(z)(2) | Original Power of Attorney of Michelle Wilson-Clarke, dated July 26, 2012. |
NUVEEN INVESTMENT TRUST V
AMENDED AND RESTATED DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST
WHEREAS, pursuant to Section 2 of Article IV of the Declaration of Trust dated September 27, 2006 (the Declaration), of Nuveen Investment Trust V, a Massachusetts business trust (the Trust), the Trustees of the Trust, on September 27, 2006 established and designated one series of Shares (as defined in the Declaration) of the Trust by the execution of instruments establishing and designating such series and setting forth the special and relative rights of such series (the Designation). Such series was entitled: Nuveen Preferred Securities Fund;
WHEREAS, the Trustees of the Trust, effective August 24, 2009, amended and restated the Designation to establish and designate one additional series of Shares, Nuveen NWQ Preferred Securities Fund;
WHEREAS, the Trustees of the Trust, effective March 12, 2012, changed the name of the Nuveen NWQ Preferred Securities Fund to Nuveen NWQ Flexible Income Fund;
WHEREAS, the Trustees of the Trust, hereby establish and designate two additional series of Shares, Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund, to have the special and relative rights described below;
NOW THEREFORE, the Trustees of the Trust, effective April 18, 2012, amend and restate the Designation, as follows:
1. The following Funds are established and designated:
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
Nuveen NWQ Flexible Income Fund
Nuveen Preferred Securities Fund
2. Each Fund shall be authorized to hold cash, invest in securities, instruments and other property and use investment techniques as from time to time described in the Trusts then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of such Fund. Each Share of each Fund shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which Shareholders of that Fund may vote in accordance with the Declaration, shall represent a pro rata beneficial interest in the assets allocated or belonging to such Fund, and shall be entitled to receive its pro rata share of the net assets of such Fund upon liquidation of such Fund, all as provided in Article IV, Sections 2 and 5 of the Declaration. The proceeds of the sale of Shares of such Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to such Fund, unless otherwise required by law.
3. Shareholders of each Fund shall vote separately as a class on any matter to the extent required by, and any matter shall be deemed to have been effectively acted upon with respect to such Fund as provided in Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940, as amended, or any successor rules, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among each Fund as set forth in Article IV, Section 5 of the Declaration.
5. The designation of the Fund hereby shall not impair the power of the Trustees from time to time to designate additional series of Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act and the provisions of Article IV, Sections 2 and 5 of the Declaration, the Trustees shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of each Fund now or hereafter created, or to otherwise change the special relative rights of the Funds designated hereby without any action or consent of the Shareholders.
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IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 18th day of April 2012.
/s/ John P. Amboian | ||||
John P. Amboian | Robert P. Bremner | |||
as Trustee |
as Trustee |
|||
333 West Wacker Drive | 333 West Wacker Drive | |||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||
/s/ Jack B. Evans | /s/ William C. Hunter | |||
Jack B. Evans, | William C. Hunter, | |||
as Trustee |
as Trustee |
|||
333 West Wacker Drive | 333 West Wacker Drive | |||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||
/s/ David J. Kundert | /s/ William J. Schneider | |||
David J. Kundert | William J. Schneider, | |||
as Trustee |
as Trustee |
|||
333 West Wacker Drive | 333 West Wacker Drive | |||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||
/s/ Judith M. Stockdale | /s/ Carole E. Stone | |||
Judith M. Stockdale, | Carole E. Stone, | |||
as Trustee |
as Trustee |
|||
333 West Wacker Drive | 333 West Wacker Drive | |||
Chicago, Illinois 60606 | Chicago, Illinois 60606 | |||
/s/ Virginia L. Stringer | /s/ Terence J. Toth | |||
Virginia L. Stringer | Terence J. Toth, | |||
as Trustee |
as Trustee |
|||
333 West Wacker Drive | 333 West Wacker Drive | |||
Chicago, Illinois 60606 | Chicago, Illinois 60606 |
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N UVEEN I NVESTMENT T RUST V
M ANAGEMENT A GREEMENT
S CHEDULE A
A MENDED AS OF J ULY 23, 2012
The Funds of the Trust currently subject to this Agreement and the effective date of each are as follows:
FUND |
EFFECTIVE DATE |
TERM |
||
Nuveen Preferred Securities Fund |
August 1, 2010 | Until August 1, 2012 | ||
Nuveen NWQ Flexible Income Fund ( f/k/a Nuveen NWQ Preferred Securities Fund) |
December 8, 2009 | Until August 1, 2012 | ||
Nuveen Gresham Diversified Commodity Strategy Fund |
July 30, 2012 | Until August 1, 2013 | ||
Nuveen Gresham Long/Short Commodity Strategy Fund |
July 30, 2012 | Until August 1, 2013 |
[SIGNATURE PAGE FOLLOWS]
- 1 -
Dated: July 23, 2012
N UVEEN I NVESTMENT T RUST V | ||||||
A TTEST | B Y : |
/ S / K EVIN J. M C C ARTHY |
||||
Vice President | ||||||
/s/ Virginia ONeal |
||||||
N UVEEN F UND A DVISORS , I NC . | ||||||
( f/k/a N UVEEN A SSET M ANAGEMENT ) | ||||||
A TTEST | B Y : |
/s/ G IFFORD R. Z IMMERMAN |
||||
Managing Director | ||||||
/s/ Virginia ONeal |
- 2 -
N UVEEN I NVESTMENT T RUST V
M ANAGEMENT A GREEMENT
S CHEDULE B
A MENDED AS OF J ULY 23, 2012
a. | Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the average daily net assets of the Fund: Each Funds Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject to expense limitations as described in this Schedule. |
b. | The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: |
Average Total Daily Net Assets |
Rate | Rate | Rate | Rate | ||||
Nuveen
Preferred Securities Fund |
Nuveen NWQ
Flexible Income Fund ( f/k/a Nuveen NWQ Preferred Securities Fund |
Nuveen Gresham
Diversified Commodity Strategy Fund |
Nuveen Gresham
Long/Short Commodity Strategy Fund |
|||||
For the first $125 million |
0.5500% | 0.5500% | 0.8000% | 1.0000% | ||||
For the next $125 million |
0.5375% | 0.5375% | 0.7875% | 0.9875% | ||||
For the next $250 million |
0.5250% | 0.5250% | 0.7750% | 0.9750% | ||||
For the next $500 million |
0.5125% | 0.5125% | 0.7625% | 0.9625% | ||||
For the next $1 billion |
0.5000% | 0.5000% | 0.7500% | 0.9500% | ||||
Over $2 billion |
0.4750% | 0.4750% | 0.7250% | 0.9250% |
c. | Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management) will waive fees and reimburse expenses in order to prevent 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) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. |
- 3 -
Fund |
Permanent Expense Cap as a percentage
of the average daily net assets of any class of the Fund |
|
Nuveen Preferred Securities Fund |
1.25% | |
Nuveen NWQ Flexible Income Fund ( f/k/a Nuveen NWQ Preferred Securities Fund) |
1.25% |
d. | The Complex-Level Fee for each Fund shall be calculated by applying the Complex-Level Fee Rate (as applied to a specific Fund, the Fund-Specific Complex-Level Fee Rate), expressed as a daily equivalent, to the daily net assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all 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), pursuant to the annual fee schedule shown below in this section, with the following exclusions (as adjusted, Complex-Level Assets): |
i) | in the case of Eligible Funds that invest in other Eligible Funds (Funds of Funds), that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; and |
ii) | that portion of the net assets of each Eligible Fund comprising the daily Fund Asset Limit Amount (as defined below). |
- 4 -
The Complex-Level Fee Rate shall be calculated in such a manner that it results in the effective rate at the specified Complex-Level Asset amounts shown in the following annual fee schedule:
Complex-Level
|
Effective Rate
at Breakpoint 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 |
e. | Eligible Funds, for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the advisers parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the funds advisers rights under the management agreement for such fund (in either case, such acquisition an Acquisition and such fund an Acquired Fund), will be evaluated by both Nuveen management and the Nuveen Funds Board, on a case-by-case basis, as to whether or not the assets of such Acquired Funds would be included in the Complex-Level Assets and, if so, whether there would be a basis for any adjustments to the complex-level breakpoint schedule and/or its application. |
f. | The Fund Asset Limit Amount as of any calculation date shall for each Fund be equal to the lesser of (i) the Initial Fund Asset Limit Amount (defined below) and (ii) the Eligible Funds current net assets. The Initial Fund Asset Limit Amount for an Eligible Fund shall be determined as follows: |
i) | In the case of Nuveen-branded Funds that qualified as Eligible Funds on or prior to June 30, 2010, as well as Eligible Funds launched thereafter that are not Acquired Funds, the Initial Fund Asset Limit Amount shall be equal to zero, except to extent that such Fund may later participate in a subsequent Fund consolidation as described in (iii) below. |
- 5 -
ii) | In the case of Acquired Funds, the Initial Fund Asset Limit Amount is equal to the product of (i) 1 minus the Aggregate Eligible Asset Percentage (defined below) and (ii) an Acquired Funds net assets as of the effective date of such Funds Acquisition. |
iii) | In the event of a consolidation or merger of one or more Eligible Funds, the Initial Fund Asset Limit Amount of the combined fund will be equal to the sum of the Initial Fund Asset Limit Amounts of each individual Eligible Fund. |
- 6 -
g. | Following are additional definitions of terms used above: |
i) | Acquisition Assets: With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds. |
ii) | Aggregate Eligible Asset Amount: With respect to an Acquisition, that portion of the aggregate net assets of Acquired Funds as of the effective date of such Acquisition that is included in Complex-Level Assets. With respect to the series of First American Investment Funds, Inc. that became Acquired Funds as of January 1, 2011, the Aggregate Eligible Asset Amount is $2 billion. |
iii) | Aggregate Eligible Asset Percentage: The ratio of the Aggregate Eligible Asset Amount to Acquisition Assets. |
iv) | Fund-Specific Complex-Level Fee Rate: The Complex-Level Fee Rate applicable to a specific Eligible Fund. In the case of Eligible Funds that are Funds of Funds, the Fund-Specific Complex-Level Fee Rate is zero percent (0%). For all other Eligible Funds, the Fund-Specific Complex-Level Fee Rate is the annual fee rate calculated as the sum of (i) the Complex-Level Fee Rate plus (ii) the product of (a) the difference between 0.20% and the Complex-Level Fee Rate and (b) the ratio of the Funds Fund Asset Limit Amount to such Funds net assets. |
[SIGNATURE PAGE FOLLOWS]
- 7 -
Dated: July 23, 2012
N UVEEN I NVESTMENT T RUST V | ||||||
A TTEST | B Y : |
/s/ K EVIN J. M C C ARTHY |
||||
Vice President | ||||||
/s/ Virginia ONeal |
||||||
N UVEEN F UND A DVISORS , I NC . | ||||||
(f/k/a N UVEEN A SSET M ANAGEMENT ) | ||||||
A TTEST | B Y : |
/s/ G IFFORD R. Z IMMERMAN |
||||
Managing Director | ||||||
/s/ Virginia ONeal |
- 8 -
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 27 th day of July, 2012, among Nuveen Fund Advisors, Inc., a Delaware corporation and a registered investment adviser (Manager), Gresham Investment Management LLC, a Delaware limited liability company and a registered investment adviser (Sub-Adviser), and each registered investment company listed on Schedule A hereto (each a Fund and collectively the Funds).
WHEREAS, Manager is the investment manager for the Funds, each a series of Nuveen Investment Trust V (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for each Fund upon the terms and conditions hereinafter set forth;
WHEREAS, Manager has caused the formation of a Cayman Islands Exempted Company as a wholly owned subsidiary of each Fund to implement the investment program of the Funds pursuant to separate sub-advisory agreements with the Exempted Companies (Exempted Company Agreements), and Sub-Adviser will be compensated for its services to each Exempted Company out of a portion of the fees paid to Manager by each Fund solely for administrative convenience due to considerations under the 1940 Act;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment . Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services with respect to the development of an investment program for each Fund and the portion of each Funds portfolio allocated by Manager to Sub-Adviser for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided.
2. Services to be Performed . Subject always to the supervision of Manager and the Trusts Board of Trustees (the Board), Sub-Adviser is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options on futures contracts and other commodity interests (Commodity Interests) for the portion of each Funds investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will select and monitor each Funds investments in Commodity Interests, and will comply with the provisions of the Trusts Declaration of Trust and By-laws, each as amended from time to time (the Trust Documents), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Funds prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Advisers performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with
each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund.
All commissions and expenses arising from the Sub-Advisers trading of Commodity Interests on behalf of the Fund, or other transactions in the course of the administration of the Funds account, shall be charged to the applicable Funds account with its clearing broker(s). Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser as the Funds agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades for the accounts of the Funds directed by Sub-Adviser shall be made through such clearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or floor brokers selected by Sub-Adviser and may execute on behalf of the Funds give-up agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will use its best efforts to obtain best execution of each Funds transactions and (ii) Sub-Adviser will provide Manager and the Funds on a quarterly basis with a list of the executing brokers or floor brokers Sub-Adviser is then using, and Manager may, within 5 days of receiving such list after consultation with Sub-Adviser, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Funds and their investors, and Sub-Adviser shall cease using such broker on behalf of the Funds. Any over-the-counter contracts in Commodity Interests transacted for the Funds accounts will be effected through the clearing broker or its affiliates, as agreed upon between Sub-Adviser and Manager. Sub-Adviser from time to time may select other dealers through which any such contracts will be traded, with the prior written consent of Manager.
Sub-Adviser further agrees that it:
(a) | will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; |
(b) | will conform to all applicable rules and regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission (CFTC) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; |
(c) | will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; |
(d) |
will prepare such books and records with respect to each Funds transactions in Commodity Interests as requested by Manager and will furnish Manager and the |
2
Board such periodic and special reports as Manager or the Board may reasonably request; and |
(e) | will monitor the pricing of the Funds Commodity Interests, and events relating to and the commodity markets in which the Funds trade, and will notify Manager promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Funds Commodity Interests may primarily trade but before the time at which the Funds Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Funds Commodity Interests. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected Commodity Interests. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Advisers gross negligence. |
3. Expenses . During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of investments (including brokerage commissions and other related expenses) purchased or sold for each Fund.
4. Compensation . For the services provided and the expenses assumed pursuant to this Agreement and, solely for administrative convenience, the Exempted Company Agreements, Manager will pay Sub-Adviser, and Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee for each Fund equal to a percentage (as set forth on Schedule A) of the remainder of (a) the investment management fee payable by each Fund to Manager based on average daily net assets pursuant to the Management Agreement between Manager and the Trust, less (b) any management fees, expenses, supermarket fees and alliance fees waived, reimbursed or paid by Manager in respect of each Fund.
The management fee shall accrue on each calendar day, and shall be payable monthly on the second business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of each Fund, determined in the manner established by the Board, as of the close of business on the last preceding business day on which each Funds net asset value was determined.
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others . Manager understands, and has advised the Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser and/or commodity trading advisor to fiduciary and other managed accounts (including accounts owned by the Sub-Adviser
3
and/or its principals), and as investment adviser or sub-investment adviser to other investment companies that are not series of the Trust. In addition, Manager understands, and has advised the Board, that the persons employed by Sub-Adviser to assist in Sub-Advisers duties under this Agreement will not devote their full such efforts and service to the Funds. It is also agreed that Sub-Adviser may use any supplemental research obtained for the benefit of the Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts. Sub-Adviser agrees to comply with the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. If, at any time during the term of this Agreement, Sub-Adviser is required to aggregate the Funds Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, Sub-Adviser will promptly notify Manager if the Funds positions are included in an aggregate amount which exceeds the applicable speculative position limit. Sub-Adviser represents that, if speculative position limits are reached in any Commodity Interest contract, it will modify the trading instructions to the Funds accounts and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. Sub-Adviser currently believes and represents that such speculative limits will not materially affect its investment recommendations or strategy for the Funds given Sub-Advisers current accounts and all proposed accounts for which Sub-Adviser has a contract to act as a commodity trading advisor and/or investment adviser or sub-investment adviser.
6. Limitation of Liability . Sub-Adviser shall not be liable for, and Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by a Fund (including, without limitation, by reason of the purchase, sale or retention of any asset) in connection with the performance of Sub-Advisers duties under this Agreement, except for a loss resulting from Sub-Advisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
7. Indemnity.
a) | In any threatened, pending or completed action, suit, or proceeding to which Sub-Adviser, its members, officers, directors, employees or associated persons (collectively, its affiliates ) was or is a party or is threatened to be made a party by reason of the fact that Sub-Adviser is or was an investment sub-adviser of a Fund or otherwise, the Fund and the Manager, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Sub-Adviser and its affiliates against any loss, liability, damage, cost, expenses (including attorneys fees and accountants fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates in connection with any action, suit or proceeding if Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Fund, and provided that its conduct does not constitute willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Sub-Adviser did not act in good faith or in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. |
4
b) | Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against Sub-Adviser or its affiliates may, in the sole discretion of Manager, be paid by a Fund in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund in the event indemnification is not permitted under this Section 7. |
c) | Sub-Adviser agrees to indemnify, defend and hold harmless the Funds, Manager and its affiliates (as defined above) against any loss, liability, damage, cost, expenses (including attorneys fees and accountants fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates by reason of any act or omission of Sub-Adviser relating to a Fund (including costs and expenses of investigating and defending any claims, demand or suit and attorneys and accountants fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. |
d) | Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification is proper in the circumstances because the party claiming indemnification (the Indemnitee ) has met the applicable standard of conduct set forth in subsection (a) or (c), as the case may be. To the extent that the Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (c) above, or in defense of any claim, issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the Indemnitor ) shall indemnify the Indemnitee or its affiliates against the expenses, including attorneys and accountants fees, actually and reasonably incurred by it or its affiliates in connection therewith. |
e) |
In the event that any claim, dispute or litigation arises between Sub-Adviser and any party other than a Fund or Manager, which claim, dispute or litigation is unrelated to the Funds business, and if a Fund or Manager are made a party to such claim, dispute or litigation by such other party, Sub-Adviser shall defend any actions brought in connection therewith on behalf of the Fund and/or Manager each of whom agree to cooperate in such defense, and Sub-Adviser shall indemnify and hold harmless the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between a Fund and/or Manager and any party other than Sub-Adviser which claim, dispute or litigation is unrelated to Sub-Advisers duties under this Agreement, and if Sub-Adviser is made a party to such claim, dispute or litigation by such other party, the Fund and/or Manager, as the case may be, shall defend any actions brought in connection therewith on behalf of Sub-Adviser or its principals, each of whom agree to cooperate in such defense and the Fund and / or Manager, as the case may be, shall indemnify and hold harmless Sub-Adviser and its affiliates from and with respect to any amounts awarded to such other |
5
party. Notwithstanding any other provision of this subsection (e), if, in any claim as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim and shall be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim. |
f) | None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the Indemnitee without the prior consent of the Indemnitor; provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay such amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any loss, liability, damage, cost or expenses (including reasonable attorneys and accountants fees) incurred by the Indemnitee in connection with such settlement to the extent such loss, liability, damage, cost or expense (including reasonable attorneys and accountants fees) was caused by or resulted from a material violation of this Agreement by the Indemnitor or violation of the standard of conduct or the representations and warranties set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any matters, and if the Indemnitor successfully negotiates a settlement and tenders payment therefor to the Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Indemnitor to the Indemnitee shall be the amount of said proposed settlement. |
g) | The foregoing provisions for indemnification shall survive the termination of this Agreement. |
h) | Sub-Adviser acknowledges as to it that the indemnities provided in this Agreement by Manager and the Funds to Sub-Adviser shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon Sub-Advisers misrepresentations, omissions or breach of any warranty in this Agreement. |
i) | The Funds and Manager acknowledge as to each of them that the indemnities provided in this Agreement by the Sub-Adviser to the Funds and Manager shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon a Funds or Managers misrepresentations, omissions or breach of any warranty in this Agreement. |
j) | Notwithstanding anything in this Agreement to the contrary, all securities laws impose liabilities under certain circumstances on persons who act in good faith, and, therefore, nothing in this Agreement shall constitute a waiver or limitation of liability under such laws to the extent (but only to the extent) such liability may not be waived, modified or limited. |
6
8. Term; Termination; Amendment . As to each Fund, this Agreement shall become effective and shall run for an initial period as specified for each Fund in Schedule A hereto. This Agreement shall continue in force from year to year thereafter with respect to each Fund, but only as long as such continuance is specifically approved for each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, Sub-Adviser may continue to serve in such capacity for each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days written notice to the other party. This Agreement may also be terminated by the Trust with respect to a Fund by action of the Board or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days written notice to Sub-Adviser by the Trust.
This Agreement may be terminated with respect to each Fund at any time without the payment of any penalty by Manager or the Board or by vote of a majority of the outstanding voting securities of each Fund in the event that it shall have been established by a court of competent jurisdiction that Sub-Adviser or any officer or director of Sub-Adviser has taken any action which results in a breach of the covenants of Sub-Adviser set forth herein.
The terms assignment and vote of a majority of the outstanding voting securities shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed.
9. Notice . Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party as set forth below:
If to Manager: | If to Sub-Adviser: | |||
Nuveen Fund Advisors, Inc. |
Gresham Investment Management LLC | |||
333 West Wacker Drive |
67 Irving Place, 12th Floor | |||
Chicago, Illinois 60606 |
New York, NY 10003 | |||
Attention: Mr. Gifford R. Zimmerman |
Attention: Mr. Jonathan S. Spencer | |||
With a copy to: |
||||
Nuveen Investments, Inc. |
||||
333 West Wacker Drive |
||||
Chicago, Illinois 60606 |
||||
Attention: General Counsel |
or such address as such party may designate for the receipt of such notice.
7
10. Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
11. Applicable Law, Entire Agreement, Amendments, Arbitration . This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Illinois. This Agreement is the entire agreement of the parties in respect of the subject matter and may be amended only by a writing signed by the parties. All disputes not resolved by negotiation shall be exclusively resolved by confidential binding arbitration in New York in accordance with the then rules of the American Arbitration Association by a panel of three arbitrators, one selected by each party and the third by the two so selected. The arbitrators shall have no authority to amend this Agreement. Any award by the arbitrators may be entered as a judgment by any court having jurisdiction.
12. Sub-Advisers Statement of Exemption . The Sub-Adviser is registered with the CFTC as a commodity trading advisor but, until December 31, 2012, will provide commodity interest trading advice to each Fund as if the Sub-Adviser was exempt from registration as a commodity trading advisor, in reliance on CFTC Letter No. 12-03 (July 10, 2012).
13. Sub-Advisers Rule 4.7 Advisory and Companys Consent. Beginning January 1, 2013, the Sub-Adviser will commence managing the account of the Fund or the Exempted Company as an exempt account under CFTC Rule 4.7 and provides the following advisory in connection therewith:
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
Each Fund consents to its account and the account of the Exempted Company being managed by Sub-Adviser being an exempt account under CFTC Rule 4.7.
8
IN WITNESS WHEREOF, Manager, Sub-Adviser and the Funds have caused this Agreement to be executed as of the day and year first above written.
NUVEEN FUND ADVISORS, INC., a Delaware corporation |
GRESHAM INVESTMENT MANAGEMENT LLC, a Delaware limited liability company |
|
By: /s/ Kevin J. McCarthy |
By: /s/ Jonathan Spencer | |
Title: Managing Director |
Title: President |
NUVEEN INVESTMENT TRUST V, a Massachusetts business trust, on behalf only of the Funds listed on Schedule A hereto |
By: /s/ Kevin J. McCarthy |
Title: Vice President |
9
I NVESTMENT S UB -A DVISORY A GREEMENT
Schedule A
Fund Name |
Effective Date | Period End | Compensation Percentage | |||
Nuveen Gresham Diversified Commodity Strategy Fund | July 23, 2012 | August 1, 2013 | 47% | |||
Nuveen Gresham Long/Short Commodity Strategy Fund | July 23, 2012 | August 1, 2013 | 47.5% |
I NVESTMENT S UB -A DVISORY A GREEMENT
N UVEEN I NVESTMENT T RUST V
S CHEDULE A
Amended as of July 23, 2012
Fund Name |
Effective Date | Period End |
Compensation
Percentage |
|||
Nuveen Preferred Securities Fund |
January 1, 2011 | August 1, 2011 | 60.00% | |||
Nuveen Gresham Diversified Commodity Strategy Fund |
July 30, 2012 | August 1, 2013 | 10.00% | |||
Nuveen Gresham Long/Short Commodity Strategy Fund |
July 30, 2012 | August 1, 2013 | 8.33% |
[SIGNATURE PAGE FOLLOWS]
Dated: July 23, 2012
N UVEEN F UND A DVISORS , I NC . | ||||||
A TTEST | B Y : |
/s/ K EVIN J. M C C ARTHY |
||||
Managing Director | ||||||
/s/ Virginia ONeal |
||||||
N UVEEN A SSET M ANAGEMENT , LLC | ||||||
A TTEST | B Y : |
/s/ G IFFORD R. Z IMMERMAN |
||||
Managing Director | ||||||
/s/ Virginia ONeal |
2
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of July 26, 2012
NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Dow 30 SM Enhanced Premium & Income Fund Inc.
Dow 30 SM Premium & Dividend Income Fund Inc.
Global Income & Currency Fund Inc.
MLP & Strategic Equity Fund Inc.
NASDAQ Premium Income & Growth Fund Inc.
Nuveen AMT-Free Municipal Income Fund. ( f/k/a Nuveen Insured Tax-Free Advantage Municipal Fund )
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 Build America Bond Fund
Nuveen Build America Bond Opportunity Fund
Nuveen California AMT-Free Municipal Income Fund ( f/k/a Nuveen Insured California Tax-Free Advantage Municipal Fund )
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 2
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 Credit Strategies Income Fund ( f/k/a Nuveen Multi-Strategy Income and Growth Fund 2 )
Nuveen Diversified Dividend and Income Fund
Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Dividend Advantage Municipal Income Fund ( f/k/a Nuveen Insured Dividend Advantage Municipal Fund )
Nuveen Energy MLP Total Return Fund
Nuveen Enhanced Municipal Value Fund
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 Georgia Dividend Advantage Municipal Fund
Nuveen Georgia Dividend Advantage Municipal Fund 2
-1-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of July 26, 2012
Nuveen Georgia Premium Income Municipal Fund
Nuveen Global Government Enhanced Income Fund
Nuveen Global Value Opportunities 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 AMT-Free Municipal Income Fund ( f/k/a Nuveen Insured Massachusetts Tax-Free Advantage 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 Mortgage Opportunity Term Fund
Nuveen Mortgage Opportunity Term Fund 2
Nuveen Multi-Currency Short-Term Government Income Fund
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 Opportunity Fund, Inc. ( f/k/a Nuveen Insured Municipal Opportunity Fund, Inc. )
Nuveen Municipal Value Fund 2
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 Municipal Value Fund
Nuveen New Jersey Premium Income Municipal Fund, Inc.
Nuveen New York AMT-Free Municipal Income Fund ( f/k/a Nuveen Insured New York Tax-Free Advantage Municipal Fund )
Nuveen New York Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen New York Dividend Advantage Municipal Income Fund ( f/k/a Nuveen Insured New York Dividend Advantage Municipal Fund )
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Municipal Value Fund 2
Nuveen New York Municipal Value Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Premium Income Municipal Fund, Inc. ( f/k/a Nuveen Insured New York Premium Income 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
-2-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of July 26, 2012
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 Municipal Value Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Preferred and Income Term Fund
Nuveen Preferred Income Opportunities Fund (f/k/a Nuveen Multi-Strategy Income and Growth Fund )
Nuveen Premier Municipal Income Fund, Inc.
Nuveen Premier Municipal Opportunity Fund, Inc. ( f/k/a Nuveen Premier Insured 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 Premium Income Municipal Opportunity Fund ( f/k/a Nuveen Insured Premium Income Municipal Fund )
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Municipal Fund, Inc. ( f/k/a Nuveen Insured Quality Municipal Fund, Inc.)
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3
Nuveen Real Asset Income and Growth Fund
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 Short Duration Credit Opportunities 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 July 26, 2012
NUVEEN OPEN-END MANAGEMENT INVESTMENT COMPANIES
NUVEEN MUNICIPAL TRUST , on behalf of:
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
NUVEEN MULTISTATE TRUST I , on behalf of:
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado 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 High Yield Municipal Bond Fund
Nuveen California Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York 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 July 26, 2012
NUVEEN INVESTMENT TRUST , on behalf of:
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen Global Total Return Bond Fund
Nuveen NWQ Equity Income Fund
Nuveen NWQ Multi-Cap Value 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 INVESTMENT TRUST II , on behalf of:
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds Global Flexible Allocation Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Tradewinds Small-Cap Opportunities Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Santa Barbara Long/Short Equity Fund ( f/k/a Nuveen Santa Barbara Growth Plus Fund )
Nuveen Santa Barbara Global Growth Fund ( f/k/a Nuveen Santa Barbara Global Equity Fund )
Nuveen Santa Barbara International Growth Fund ( f/k/a Nuveen Santa Barbara International Equity 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 Symphony Optimized Alpha Fund
Nuveen Winslow Large-Cap Growth Fund
NUVEEN INVESTMENT TRUST III , on behalf of:
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Floating Rate Income Fund
NUVEEN INVESTMENT TRUST V , on behalf of:
Nuveen Preferred Securities Fund
Nuveen NWQ Flexible Income Fund ( f/k/a Nuveen NWQ Preferred Securities Fund )
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST , on behalf of
Municipal Total Return Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
-5-
APPENDIX A TO CUSTODIAN AGREEMENT
Dated as of July 26, 2012
Acknowledged and Accepted:
For the Above Fund Parties
By: |
/s/ Stephen D. Foy |
|
Name: | Stephen D. Foy | |
Title: | Vice President |
Acknowledged:
STATE STREET BANK AND
TRUST COMPANY, as Custodian
By: |
/s/ Michael F. Rogers |
|
Name: | Michael F. Rogers | |
Title: | Executive Vice President |
-6-
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT made as of the 11 th day of May 2012, by and between each of the Nuveen open-end investment companies (the Funds), as listed on Schedule A, each having its principal office and place of business at 333 W. Wacker Drive, Suite 3300, Chicago, Illinois 60606 and Boston Financial Data Services, Inc., having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 (the Transfer Agent).
WHEREAS, each Fund is either a statutory or business trust or a corporation and registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, it is contemplated that additional Funds and portfolios (Portfolios) may become parties to this Agreement by written consent of the parties hereto and in accordance with Section 17; and
WHEREAS, each Fund, on behalf of itself and, where applicable, its Portfolios, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to the terms set forth below.
1. | Terms of Appointment and Duties |
1.1 | Transfer Agency Services . Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of itself and, where applicable, its Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for each Funds authorized and issued shares or beneficial interest, as the case may be, (Shares), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each Fund and of any Portfolios of a Fund (Shareholders), including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Transfer Agent and each of the Funds and their respective Portfolios, (the Procedures) with such changes or deviations there from as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the services set forth below, as further set forth on Schedule 2.1: |
(a) Establish each Shareholders account in the Fund on the Transfer Agents recordkeeping system and maintain such account for the benefit of such Shareholder in accordance with the Procedures;
(b) Receive for acceptance and process orders for the purchase of Shares, and promptly
1
deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the organizational documents of the Fund (the Custodian);
(c) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;
(d) Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;
(e) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Fund;
(f) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;
(g) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;
(h) Prepare and transmit payments for dividends and distributions declared by the Fund or any Portfolio thereof, as the case may be;
(i) If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;
(j) Issue replacement checks and place stop orders on original checks based on Shareholders representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and, as between the Fund and the Transfer Agent, the Fund shall be responsible for all losses or claims resulting from such replacement;
(k) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing;
(l) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;
2
(m) Accept any information, records, documents, data, certificates, transaction requests (i) in hard copy and (ii) by machine readable input, facsimile, data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or any other person or firm on behalf of the Fund or from broker-dealers of record or third-party administrators (TPAs) on behalf of individual Shareholders. With respect to transaction requests received in a manner set forth in (ii), the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Funds contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes;
(n) Maintain and manage, as agent for the Fund, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Share purchases and redemptions and the payment of Fund dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent. In connection with the recordkeeping and other services provided to the Fund hereunder, the Transfer Agent may receive compensation for the management of such accounts and such compensation may be calculated based upon the average balances of such accounts;
(o) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; and
(p) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures.
1.2 | Additional Services . In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraphs, the Transfer Agent shall perform the following services: |
(a) Other Customary Services . Perform certain customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; arranging for mailing of Shareholder reports and prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; preparing and arranging for mailing of confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other
3
confirmable transactions in Shareholder accounts; preparing and arranging for mailing of activity statements for Shareholders; and providing Shareholder account information;
(b) Control Book (also known as Super Sheet) . Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;
(c) Blue Sky Reporting . The Fund or its administrator shall identify to the Transfer Agent in writing the states and countries where the Shares of the Fund are registered or exempt, and the number of Shares registered for sale with respect to each state or country, as applicable. The Transfer Agent shall establish the foregoing parameters on the system for the designated Blue Sky vendor. The Fund or its administrator shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of the Transfer Agent for the Funds blue sky registration status is solely limited to the initial establishment of the parameters provided by the Fund or the administrator for the vendors system and the daily transmission of a file to such vendor in order that the vendor may provide reports to the Fund or the administrator for monitoring;
(d) National Securities Clearing Corporation (the NSCC) . Process transactions through the NSCCs Fund/SERV program;
(e) Anti-Money Laundering (AML) Delegation . In order to assist each Fund with its AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based shareholder activity monitoring tools and procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and
(ii) assist in the verification of persons opening accounts with each Fund (the AML Procedures). The Funds have elected to have the Transfer Agent implement the AML Procedures and have delegated the day-to-day operation of such AML Procedures to the Transfer Agent, and the parties agree to the terms as stated in the attached schedule (Schedule 1.2(e) entitled AML Delegation) which may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Funds.
(f) Call Center Services . The Transfer Agent shall answer telephone inquiries from 9:00 a.m. to 7:00 p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the telephone scripts provided by the Fund to the Transfer Agent, such inquiries may include requests for information on account set-up and maintenance, general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests.
4
(g) Escheatment, Orders, Etc . If requested by the Fund (and as mutually agreed upon by the parties as to any reasonable reimbursable expenses), provide any additional related services (i.e., pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses and all matters relating to the foregoing); and
(h) Performance of Certain Services by the Fund or Affiliates or Agents . New procedures as to who shall provide certain of these services may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Funds behalf.
1.3 | Fiduciary Accounts . With respect to certain retirement plans or accounts (such as individual retirement accounts (IRAs), SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) arrangements (such accounts, Fiduciary Accounts)), the Transfer Agent, at the request of the Fund, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (State Street), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon. |
2. | Fees and Expenses |
2.1 | Fee Schedule . For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent the fees and expenses as set forth in the attached fee schedule (Schedule 2.1). Such fees and reimbursable expenses and advances identified under Section 2.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent. The parties agree that the fees set forth on Schedule 2.1 shall apply with respect to the Funds set forth on Schedule A hereto as of the date hereof and to any newly created funds added to this Agreement under Section 17 that have requirements consistent with services then being provided by the Transfer Agent under this Agreement. |
2.2 |
Reimbursable Expenses . In addition to the fees paid under Section 2.1 above, the Fund agrees to reimburse the Transfer Agent for reimbursable expenses, including but not limited to: AML/CIP annual fee, suspicious activity reporting for networked accounts, audio response, checkwriting, CIP-related database searches, commission fee application, data communications equipment, computer hardware, DST disaster recovery charge, escheatment, express mail and delivery services, FDIC deposit insurance account charges, federal wire charges, forms and production, freight charges, household tape processing, lost shareholder searches, lost shareholder tracking, magnetic tapes, reels or cartridges, magnetic tape handling charges, manual check pulls, microfilm, network products, new fund implementation, NSCC processing and communications, postage (to be paid in advance if so requested), offsite records storage, outside mailing services, P.O. box rental, |
5
print/mail services, programming hours, regulatory compliance fee per CUSIP, reporting (on request and scheduled), returned checks, Short Term Trader, special mailing, statements, supplies, tax reporting (federal and state), telecommunications equipment, telephone (telephone and fax lines), training, transcripts, travel, TIN certification (W-8 & W-9), vax payroll processing, year-end processing and other expenses incurred at the specific direction of the Fund or with advance written notice to the Fund. |
2.3 | Increases. The fees and charges set forth on Schedule 2.1 shall increase or may be increased (i) in accordance with Section 2.6 below; (ii) upon at least ninety (90) days prior written notice, if changes in laws applicable to its transfer agency business or laws applicable to the Fund, which the Transfer Agent has agreed to abide by and implement increases the Transfer Agents ongoing costs to provide the affected service or function by five percent (5%) or more; or (iii) in connection with new or additional services, or new or additional functions, features or modes of operation of the TA2000 system. If the Transfer Agent notifies the Fund of an increase in fees or charges pursuant to subparagraph (ii) of this Section 2.3 , the parties shall confer, diligently and in good faith and agree upon a new fee or charges to cover the amount necessary, but not more than such amount, to reimburse the Transfer Agent for the increased costs of operation or new fund features. If the Transfer Agent notifies the Fund of an increase in fees under subparagraph (iii) of this Section 2.3 , the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature. |
2.4 | Postage. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials. |
2.5 | Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective invoice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the invoice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process. |
2.6 |
Cost of Living Adjustment. After the first year of the Initial Term, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on the then current fee increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, CPI-W shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston- |
6
Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics. |
2.7 | Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law. |
3. | Representations and Warranties of the Transfer Agent |
The Transfer Agent represents and warrants to the Fund that:
3.1 | It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. |
3.2 | It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent. |
3.3 | It is duly qualified to carry on its business in The Commonwealth of Massachusetts. |
3.4 | It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement. |
3.5 | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
3.6 | It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. |
4. | Representations and Warranties of the Funds |
Each Fund represents and warrants to the Transfer Agent that:
4.1 | It is a trust or corporation duly organized and existing and in good standing under the laws of the state of its organization. |
4.2 | It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement. |
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4.3 | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
4.4 | The Fund is an investment company registered under the 1940 Act. |
4.5 | A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective for the Fund, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund. |
5. | Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code |
5.1 | Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the Security Procedure) chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day. |
5.2 | Security Procedure . The Fund acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Funds authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure. |
5.3 | Account Numbers . The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. |
5.4 | Rejection . The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agents receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agents sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized. |
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5.5 | Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied. |
5.6 | Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders. |
5.7 | Interest . The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order. |
5.8 | ACH Credit Entries/Provisional Payments. When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry. |
5.9 | Confirmation. Confirmation of Transfer Agents execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agents proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days. |
6. | Data Access and Proprietary Information |
6.1 |
The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Funds ability to access certain Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (Data Access Services) constitute copyrighted, trade secret, or other proprietary information (collectively, Proprietary Information) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Information (as defined in Section 10.3 below) or the |
9
confidential information of the Fund. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to: |
(a) Use such programs and databases (i) solely on the Funds computers, (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agents applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Funds computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agents instructions;
(d) Refrain from causing or allowing information transmitted from the Transfer Agents computer to the Funds computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agents expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.
6.2 | Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. |
6.3 | The Fund acknowledges that its obligation to protect the Transfer Agents Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach. |
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6.4 | If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. |
6.5 | If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time. |
6.6 | Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6 . The obligations of this Section shall survive any earlier termination of this Agreement. |
6.7 | DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. |
7. | Indemnification |
7.1 | The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent, its officers, directors, employees, agents, subcontractors and, with respect to Section 1.3 and Section 7.1(f) herein, also State Street, harmless, from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any lawsuit), payments, expenses and liability arising out of or attributable to: |
(a) All actions required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;
(b) The Funds lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or omitted on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by hard copy or by machine readable
11
input, facsimile, data entry, electronic instructions, or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by counsel to the Fund after consultation with such legal counsel and upon which instructions or opinion the Transfer Agent is expressly permitted to rely or opinions of legal counsel that are obtained by the Transfer Agent; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;
(e) The acceptance of facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;
(f) The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Funds demand deposit accounts maintained by the Transfer Agent; or
(g) Upon the Funds request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.
7.2 | To the extent that the Transfer Agent is not entitled to indemnification pursuant to Section 7.1 above and only to the extent of such right, the Fund shall not be responsible for, and the Transfer Agent shall indemnify and hold the Fund harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agents lack of good faith, negligence or willful misconduct in the performance of its services hereunder. For those activities or actions delineated in the Procedures, the Transfer Agent shall be presumed to have used reasonable care, acted without negligence, and acted in good faith if it has acted in accordance with the Procedures. |
7.3 |
In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the |
12
indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying partys prior written consent. |
7.4 | As-of Adjustments. |
(a) Notwithstanding anything herein to the contrary, with respect to as of adjustments, the Transfer Agent will not assume one hundred percent (100%) responsibility for losses resulting from as ofs due to clerical errors or misinterpretations of shareholder instructions, but the Transfer Agent will discuss with the Fund the Transfer Agents accepting liability for an as of on a case-by-case basis and, subject to the limitation set forth in Section 8, will accept financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is material, as hereinafter defined, and, under the particular facts at issue, the Transfer Agents conduct was culpable and the Transfer Agents conduct is the sole cause of the loss. A loss is material for purposes of this Section 7.4 when it results in a pricing error on a particular transaction which equals or exceeds one full cent ($.01) per share times the number of shares outstanding or such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time.
(b) If the net effect of the as of transactions that are determined to be caused solely by the Transfer Agent is negative and exceeds the above limit, then the Transfer Agent shall promptly contact the Fund accountants. The Transfer Agent will work with the Fund accountants to determine what, if any, impact the threshold break has on the Funds Net Asset Value and what, if any, further action is required. These further actions may include but are not limited to, the Fund re-pricing the affected day(s), the Transfer Agent re-processing, at its expense, all affected transactions in the Fund that took place during the period or a payment to the Fund. The Fund agrees to work in good faith with the Transfer Agent and wherever possible, absent a regulatory prohibition or other mutually agreed upon reason, the Fund agrees to re-price the affected day(s) and to allow the Transfer Agent to re-process the affected transactions. When such re-pricing and re-processing is not possible, and when the Transfer Agent must contribute to the settlement of a loss, the Transfer Agents responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all Shares of the affected Portfolio (i.e., on the basis of the value of the Shares of the total Portfolio, including all classes of that Portfolio, not just those of the affected class).
8. | Standard of Care |
The Transfer Agent shall at all times act in good faith and agrees to use all commercially reasonable efforts in performing the services under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith,
13
or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and that Section 4-209 of the Uniform Commercial Code is superseded by this Section 8 . Notwithstanding the foregoing, the Transfer Agents aggregate liability during the Term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement for the Funds subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for the Funds covered by this Agreement during the twelve (12) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. The foregoing limitation on liability shall not apply to any loss or damage resulting from any intentional malicious acts or intentional malicious omissions by the Transfer Agents employees. For purposes of this Section 8 , intentional malicious acts or intentional malicious omissions shall mean those acts undertaken or omitted purposefully under the circumstances in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Fund.
9. | Confidentiality |
9.1 | The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Confidential Information (as defined below) of the other party used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such Confidential Information in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Confidential Information in breach of this Agreement, the party whose information has been disclosed shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such Confidential Information to its sub-contractor or Fund agent for purposes of providing services under this Agreement. |
9.2 |
For purposes of this Agreement, Confidential Information shall mean: (a) with respect to Confidential Information of the Fund: (i) shareholder lists, cost figures and projections, profit figures and projections, all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans) relating to the business of the Fund, or any other secret or confidential information whatsoever of the Fund; and (ii) all information that the Fund is obligated by law to treat as confidential for the benefit of third parties, including but not limited to Customer Information (defined below); and (b) with respect to the Transfer Agents Confidential Information: all non-public information, including |
14
but not limited to trade secrets, proprietary information, and information about products, business methods and business plans, customer names and other information related to customers, fee schedules, price lists, pricing policies, financial information, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, organizational structure, user guides, marketing techniques and materials, marketing and development plans, and data processing software and systems relating to the Transfer Agents business, operations or systems (or to the business, systems or operations of the Transfer Agents affiliates. |
9.3 | For purposes of this Agreement, Customer Information means all the customer identifying data however collected or received, including without limitation, through cookies or non-electronic means pertaining to or identifiable to the Funds Shareholders, prospective shareholders and plan administrators (collectively, Fund Customers), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Fund service, including the Funds web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance of doubt, Customer Information shall include all nonpublic personal information, as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (GLB Act) and personal information as defined under the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq ., (Mass Privacy Act). |
9.4 | The Transfer Agent will use the Confidential Information, including Customer Information, only in compliance with (i) the provisions of this Agreement, (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time and (iii) federal and state privacy laws, including the GLB Act and the Mass Privacy Act, as such is applicable to its transfer agency business. |
9.5 | In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), or requests from applicable regulators of the Transfer Agent or the Fund, the Transfer Agent will use reasonable efforts to notify the Fund (except where prohibited by law) and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order. |
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10. | Covenants of the Fund and the Transfer Agent |
10.1 | The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. |
10.2 | Records. The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form, manner and for such periods, as it may deem advisable and as may be required by (i) the laws and regulations applicable to its business as a Transfer Agent, including, but not limited to, those set forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, and those set forth in IRS regulations with respect to any services as information reporting and withholding agent for the Funds, in each case as such regulations may be amended from time to time; and (ii) its record retention policies. The Transfer Agent shall also maintain customary records in connection with its agency for the Fund; particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 3la-1 under the Investment Company Act of 1940. Records maintained by the Transfer Agent on behalf of the Funds shall be made available for reasonable examinations by the SEC upon reasonable request and shall be maintained by the Transfer Agent for such period as required by applicable law or until such earlier time as the Transfer Agent has delivered such records into the Funds possession or destroyed them at the Funds request. |
10.3 | Compliance Program. The Transfer Agent maintains and will continue to maintain a comprehensive compliance program that is reasonably designed to prevent violations of the Federal Securities Laws as defined under Rule 38a-1 of the 1940 Act, including but not limited to Rule 22c-1 of the 1940 Act (Compliance Program). Pursuant to its Compliance Program, the Transfer Agent will provide periodic measurement reports to the Fund. Upon request of the Fund, the Transfer Agent will provide to the Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund or, in the absence of the filing of such reports, on a quarterly basis, a sub certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to the Transfer Agents performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, the Transfer Agent will provide to the Fund a certification regarding the Transfer Agents continuing maintenance of its Compliance Program (described above) in connection with Rule 38a-l under the 1940 Act. The Transfer Agent reserves the right to amend and update its Compliance Program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments. |
10.4 |
SSAE16 Reports. The Transfer Agent will furnish to the Fund, on a semi-annual basis, a report in accordance with Statements on Standards for Attestation Engagements No. 16 (the SSAE Report) as well as such other reports and information relating to the Transfer Agents policies and |
16
procedures and its compliance with such policies and procedures and with the laws applicable to its business and its services, as the parties may mutually agree upon. |
10.5 | Information Security . The Transfer Agent maintains and will continue to maintain at each service location physical and information security and data protection safeguards against the destruction, loss, theft or alteration of the Funds Confidential Information, including Customer Information, in the possession of the Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with regulatory requirements, including those under the GLB Act and the Mass Privacy Act, to the extent applicable to its business. The Transfer Agent will meet with the Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or its agents discover or are notified that someone has violated security relating to the Funds Confidential Information, including Customer Information, the Transfer Agent will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate, contain and address the violation, and (ii) advise the Fund as to the steps being taken that are reasonably designed to prevent future similar violations. |
10.6 | Business Continuity. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Fund. The Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the Fund, the Transfer Agent will provide the Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agents provision of services under this Agreement; the Transfer Agent will promptly notify the Fund of the disruption and the steps being implemented under the business continuity plan. |
10.7 |
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agents facilities and inspect the Transfer Agents records and procedures solely as they pertain to the Transfer Agents services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Funds expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agents regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agents normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the |
17
event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Funds representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Funds governmental regulators, at the Funds expense, solely to (i) the Funds records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement. |
10.8 | Tax-related support. The parties agree that to the extent that the Transfer Agent provides any services under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986, as amended (Code) or any other tax law, including without limitation, withholding, as required by federal law, taxes on Shareholder accounts, preparing, filing and mailing information tax reporting on U.S. Treasury Department Forms 1099, 1042, and 1042S, and performing and paying backup withholding as required for shareholders, the Transfer Agent will not make any judgments or exercise any discretion. The Transfer Agents responsibilities hereunder shall not extend to or include duties and responsibilities of a tax return preparer as defined in the Code. The Fund will provide comprehensive instructions to the Transfer Agent in connection with the services and shall promptly respond to requests for direction from the Transfer Agent regarding IRS notices and other requests. |
11. | Termination of Agreement |
11.1 |
Term. The initial term of this Agreement (the Initial Term) shall be five (5) years from the date first stated above (the Initial Term). This Agreement shall automatically extend for one additional, successive two (2) year term (the Renewal Term) unless terminated as of the end of the Initial Term by the Fund on not less than one hundred and twenty (120) days prior written notice to the Transfer Agent. Thereafter the Agreement shall continue for successive periods of one year (each an Extension Period) unless terminated by the Transfer Agent or the Fund upon one hundred twenty (120) days before the expiration of such Extension Period. As used hereinafter, Term shall refer to the then current duration during which this Agreement is in full force and effect, including the Initial Term, the Renewal Term and any Extension Period. In the event a Fund wishes to terminate this Agreement as to the Fund prior to the expiration of the Initial Term or the Renewal Term, the Fund shall give the Transfer Agent the notice set forth in Section 11.3 or Section 11.7, as applicable, and shall be subject to the terms of this Section, including the payments applicable under Section 11.3 . One hundred twenty (120) days before the expiration of the Initial Term, the Renewal Term or an Extension Period, the Transfer Agent and the Fund will agree upon a Fee Schedule for the Renewal Term or Extension Period. In the event the parties fail to agree upon a new Fee Schedule as of such date, the Fee Schedule set forth as Schedule 2.1 hereto shall remain in effect subject to increase |
18
under Section 2.6 . Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (defined below). |
11.2 | Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Fund, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at Funds request, shall offer reasonable assistance to the Fund in converting the Funds records from the Transfer Agents systems to whatever services or systems are designated by the Fund (the Deconversion). Such Deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein reasonable assistance shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such providers system, or to provide any new functionality to such providers system, (ii) to disclose any protected information of the Transfer Agent, including the Proprietary Information as defined in Section 6.1 , or (iii) to develop Deconversion software, to modify any of the Transfer Agents software, or to otherwise alter the format of the data as maintained on any providers systems. |
11.3 | Termination or Non Renewal. |
(a) Outstanding Fees and Charges. In the event of termination or non-renewal of this Agreement, the Fund will promptly pay the Transfer Agent all fees and charges for the services provided under this Agreement (i) which have been accrued and remain unpaid as of the date of such notice of termination or non-renewal and (ii) which thereafter accrue for the period through and including the date of the Funds Deconversion.
(b) Deconversion Costs. In the event of termination or non-renewal of this Agreement, the Fund shall pay the Transfer Agent for the Deconversion costs as noted in Section 11.2 .
(c) Early Termination for Convenience. In addition to the foregoing, the parties agree as follows:
(i) Timing of Conversion . Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current Renewal Term, or without the required notice, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no assurance that the Transfer Agent will be able to facilitate a conversion of such services prior to any mutually agreeable date.
(ii) Conversion to a transfer agent utilizing the DST TA2000 System (or a successor DST system) or other system of an affiliate of the Transfer Agent . The Fund may terminate this agreement upon giving one hundred twenty (120) days
19
written notice to the Transfer Agent or such shorter period as is mutually agreed upon by the parties, if the Fund moves its services provided by the Transfer Agent hereunder to a successor service provider which utilizes the DST TA2000 recordkeeping system (or a successor DST system) or other system of an affiliate of the Transfer Agent.
(iii) Conversion to a Transfer Agent not utilizing the DST TA2000 system (or a successor system) or other system of an affiliate of the Transfer Agent . The Fund may terminate this agreement during the Initial Term or any Renewal Term upon giving one hundred twenty (120) days written notice to the Transfer Agent or such shorter period as is mutually agreed upon by the parties, if the Fund moves its services provided by the Transfer Agent hereunder to a successor service provider which is not utilizing the DST TA2000 recordkeeping system (or a successor DST system) or the transfer agency system of an affiliate of the Transfer Agent. Should this Agreement be terminated by the Fund under this subsection (iii) for any reason other than a material breach of the Agreement by the Transfer Agent, the Fund agrees to pay the Transfer Agent an early termination fee, the amount of which shall be determined as follows:
(A) if the Agreement is terminated during the first two years of the Initial Term, the early termination fee shall be equal to twenty-four (24) months of the fees payable to the Transfer Agent under this Agreement (calculated at the asset and/or account levels on the date notice of termination is given); or
(B) if the Agreement is terminated after the first two years of the Initial Term or during a Renewal Term, the early termination fee shall be equal to the lesser of: (1) twelve (12) months of the fees payable to the Transfer Agent under this Agreement; or (2) the fees payable for the number of months remaining in that term (in each case calculated at the asset and/or account levels on the date notice of termination is given).
In addition to the foregoing, if the termination under this subsection (iii) occurs during the Initial Term, the Fund agrees to reimburse the Transfer Agent in an amount equal to the cost of conversion and implementation, which will be subject to a pro rata reduction over the Initial Term.
(iv) Material Breach . Notwithstanding the foregoing, this Agreement may be terminated by any party upon a material breach of this Agreement by the other party if such breach is not cured within 15 days of notice of such material breach to the breaching party.
(d) Post-Deconversion Support Fee s . In the event of termination or non-renewal of this Agreement, the Fund shall pay the Transfer Agent all reasonable fees and expenses for
20
providing any support services that the Fund requests the Transfer Agent to provide post Deconversion, including but not limited to tax reporting and open issue resolution.
The amounts set forth in paragraphs (a), (b) and (c)(iii) above, shall become due and payable and shall be paid by the Fund on the business day immediately prior to the Deconversion. The amounts set forth in (d) shall be invoiced as incurred and paid promptly by the Fund upon receipt of such invoices.
11.4 | Confidential Information . Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations. |
11.5 | Unpaid Invoices . The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more than ninety (90) days after receipt by the Fund, except with respect to any amount subject to a good faith dispute within the meaning of Section 2.5 of this Agreement. |
11.6 | Bankruptcy . Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days. |
11.7 | Loss of Transfer Agent Registration; Change of Control. In addition to any right to terminate set forth in this Agreement, during the first twenty-four (24) months of the Initial Term, the Fund shall have the right to terminate this Agreement by delivery of written notice to the Transfer Agent, such termination to take effect not sooner than six (6) months after the date of such delivery, if the Transfer Agent (a) ceases to be registered as a transfer agent under the 1934 Act and has failed to initiate appropriate action to reinstate such registration or has publicly expressed its intention to cease its transfer agency business or (b) experiences any transfer of ownership of a controlling interest by or to any person other than an entity which was an affiliate of the Transfer Agent immediately before any such transfer (for the avoidance of doubt, a transfer of the interests of State Street Corporation and its affiliates to DST Systems, Inc. and its affiliates, and vice versa, would not qualify as a transfer of ownership of a controlling interest). In the event that the Fund exercises its termination rights pursuant to this section, upon presentation by Fund to the Transfer Agent of reasonable, documented payments by the Fund to third parties for costs (not to include, for example, internal costs, attorneys fees or outside auditor fees) relating to conversion to another provider, Transfer Agent agrees to contribute up to $1 million toward those conversion costs. |
11.8 |
In the event that the Fund terminates this Agreement prior to the end of the Initial Term or the Renewal Term, other than by reason of the Transfer Agents bankruptcy under Section |
21
11.6 or for cause under Section 11.7 , then effective as of the first day of any month in which the Transfer Agent receives notice of such termination, all discounts of fees and charges or fee concessions provided under this Agreement and any related agreements shall cease and shall be recoverable retroactively to the date such discount or fee concession was first granted and the Fund shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the services. |
11.9 | The parties agree that the effective date of any Deconversion as a result of termination hereof shall not occur during the period from December 15th through March 1st of any year to avoid adversely impacting a year-end. |
11.10 | Within thirty (30) days after completion of a Deconversion, the Funds will give notice to the Transfer Agent containing reasonable instructions regarding the disposition of tapes, data files, records, original source documentation or other property belonging to the Fund and then in the Transfer Agents possession and shall make payment for the Transfer Agents reasonable costs to comply with such notice. If the Fund fails to give that notice within thirty (30) days after termination of this Agreement, then the Transfer Agent may dispose of such property as it sees fit. The reasonable costs of any such disposition or of the continued storage of such tapes, data files, records, original source documentation or other properties shall be billed to, and within thirty (30) days of receipt of such invoice paid by, the Fund. Failure to pay such sums when due shall incur a late charge in accordance with Section 2.7 of this Agreement. The Transfer Agent may keep one copy of certain Fund related records to the extent, and for such period, as may be legally required in order to comply with regulatory requirements applicable to the Transfer Agent, as discussed under Section 10.2 . |
12. | Third Party Administrators for Defined Contribution Plans |
12.1 | The Fund may decide to make available to certain of its customers, a qualified plan program (the Program) pursuant to which the customers (Employers) may adopt certain plans of deferred compensation (Plan or Plans) for the benefit of the individual Plan participant (the Plan Participant), such Plan(s) being qualified under Section 401(a) of the Code and administered by TPAs which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended. |
12.2 | In accordance with the procedures established in Schedule 12.1 entitled Third Party Administrator Procedures, as may be amended by the Transfer Agent and the Fund from time to time (Schedule 12.1), the Transfer Agent shall: |
(a) | Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs, as the case may be, as omnibus accounts; |
(b) | Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and |
(c) |
Perform all services under this Agreement as transfer agent of the Funds and not as a |
22
record-keeper for the Plans. |
13. | Assignment and Third Party Beneficiaries |
13.1 | Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. |
13.2 | Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
13.3 | This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Neither party shall make any commitments with third parties that are binding on the other party without the other partys prior written consent. |
14. | Subcontractors |
14.1 | The Transfer Agent may, without further consent on the part of the Funds, subcontract for the performance of (i) any of the services under this Agreement with an affiliate of the Transfer Agent which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act; and (ii) print/mail services with DST Output, LLC; provided, however, that the Transfer Agent shall be fully responsible to the Funds for the acts and omissions of its subcontractors as it is for its own acts and omissions. The foregoing shall not be deemed to apply to any direct contracts between the Fund and any subcontractor of the Transfer Agent as to which the Transfer Agent is not a party. The Transfer Agent and its affiliates and subcontractors may provide the services hereunder from service locations within or outside of the United States. |
14.2 | For purposes of this Agreement, third parties commercial vendors such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, shall not be deemed to be subcontractors of the Transfer Agent. |
15. | Changes and Modifications |
15.1 |
During the term of this Agreement the Transfer Agent will use on behalf of the Fund, without additional cost, all modifications, enhancements, or changes which its affiliate DST Systems, Inc. may make to the TA2000 System in the normal course of its business and |
23
which are applicable to functions and features offered by the Fund, unless substantially all clients of the Transfer Agent are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay the Transfer Agent promptly for modifications and improvements which are charged for separately at the rate provided for in the Transfer Agents standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. |
15.2 | The Transfer Agent shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or the Transfer Agents facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and unless the Transfer Agent provides the Fund with revised operating procedures and controls. |
15.3 | All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST Systems, Inc., an affiliate of the Transfer Agent. |
16. | Miscellaneous |
16.1 | Amendment . This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees or the Board of Directors, as the case may be, of the Fund. |
16.2 | Massachusetts Law to Apply . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. |
16.3 | Force Majeure . In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. |
16.4 |
Consequential Damages . Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this |
24
Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder. |
16.5 | Survival . All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement. |
16.6 | Severability . If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. |
16.7 | Priorities Clause . In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence. |
16.8 | Waiver . No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition. |
16.9 | Merger of Agreement . This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. |
16.10 | Counterparts . This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. |
16.11. | Reproduction of Documents . This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence. |
16.12 | Notices . All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other. |
(a) | If to the Transfer Agent, to: |
Boston Financial Data Services, Inc. |
2000 Crown Colony Drive |
Quincy, Massachusetts 02169 |
Attention: Legal Department |
25
Facsimile: (617) 483-7091 |
(b) | If to the Funds, to: |
Nuveen Funds |
c/o Nuveen Investments |
333 W. Wacker Drive |
Suite 3300 |
Chicago, Illinois 60606 |
Attention: General Counsel |
Facsimile: (312)917-7952 |
17. | Additional Portfolios/ Funds |
17.1 | Additional Portfolios . In the event that a Fund establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder by the parties amending the Schedule A to include the additional series. |
17.2 | Additional Funds . In the event that an entity affiliated with the Funds, in addition to those listed on the Schedule A, desires to have the Transfer Agent render services as transfer agent under the terms hereof and the Transfer Agent agrees to provide such services, upon completion of an amended Schedule A signed by all parties to the Agreement, such entity shall become a Fund hereunder and any series thereof shall become a Portfolio hereunder. |
17.3 | Conditions re: Additional Funds/Portfolios . In the event that the Transfer Agent is to become the transfer agent for new funds or portfolios, the Transfer Agent shall add them to the TA2000 System upon at least thirty (30) days prior written notice to the Transfer Agent provided that the requirements of such funds or portfolios are generally consistent with services then being provided by the Transfer Agent under this Agreement, in which case the fees and expenses for such additional funds or portfolios shall be determined in accordance with Section 2.1 . |
18. | Limitations of Liability of the Trustees and Shareholders |
In the case where the Fund is a trust, a copy of the trust instrument (if applicable) is on file with the Secretary of the State of the state of its organization, and notice is hereby given that this instrument is executed on behalf of the trustees of the trust as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees or Shareholders individually but are binding only upon the assets and property of the Fund.
26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
EACH OF THE NUVEEN FUNDS, AS LISTED ON SCHEDULE A |
||
By: |
/s/ Tina M. Lazar |
|
Name: |
Tina M. Lazar |
|
Title: |
SVP |
|
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A |
ATTEST:
/s/ Sherri Snowden |
BOSTON FINANCIAL DATA SERVICES, INC. | ||
By: |
/s/ Richard J. Johnson |
|
Name: |
Richard J. Johnson |
|
Title: |
Managing Director Mutual Fund Transfer Agency Services, East |
ATTEST:
/s/ Kimberly G. Gross |
27
SCHEDULE A
Dated: May 11, 2012
1. | NUVEEN MUNICIPAL TRUST |
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
2. | NUVEEN MULTISTATE TRUST I |
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
3. | NUVEEN MULTISTATE TRUST II |
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
4. | NUVEEN MULTISTATE TRUST III |
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
5. | 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
Schedule A-1
SCHEDULE A
Dated: May 11, 2012
6. | NUVEEN INVESTMENT TRUST |
Nuveen Intelligent Risk Conservative Allocation Fund
Nuveen Intelligent Risk Growth Allocation Fund
Nuveen Intelligent Risk Moderate Allocation Fund
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen NWQ Equity Income Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Global Total Return Bond Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
7. | NUVEEN INVESTMENT TRUST II |
Nuveen Santa Barbara Growth Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Long/Short Equity Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara Global Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Santa Barbara International Growth Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small-Mid Cap Core Fund
Nuveen Symphony Large-Cap Value Fund
Nuveen Symphony Optimized Alpha Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony International Equity Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global All-Cap Plus Fund
Nuveen Tradewinds Global Flexible Allocation Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Tradewinds Small-Cap Opportunities Fund
Nuveen Tradewinds TMT Value Fund
Nuveen Winslow Large-Cap Growth Fund
8. | NUVEEN INVESTMENT TRUST III |
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Floating Rate Income Fund
Schedule A-2
SCHEDULE A
Dated: May 11, 2012
9. | NUVEEN INVESTMENT TRUST V |
Nuveen Preferred Securities Fund
Nuveen NWQ Flexible Income Fund
10. | NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST |
Municipal Total Return Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
11. | NUVEEN INVESTMENT FUNDS, INC. (f/k/a First American Investment Funds, Inc.) |
Nuveen Core Bond Fund
Nuveen Dividend Value Fund
Nuveen Equity Index Fund
Nuveen Global Infrastructure Fund
Nuveen High Income Bond Fund
Nuveen Inflation Protected Securities Fund
Nuveen Intermediate Government Bond Fund
Nuveen Intermediate Term Bond Fund
Nuveen International Fund
Nuveen International Select Fund
Nuveen Large Cap Growth Opportunities Fund
Nuveen Large Cap Select Fund
Nuveen Large Cap Value Fund
Nuveen Mid Cap Growth Opportunities Fund
Nuveen Mid Cap Index Fund
Nuveen Mid Cap Select Fund
Nuveen Mid Cap Value Fund
Nuveen Minnesota Intermediate Municipal Bond Fund
Nuveen Minnesota Municipal Bond Fund
Nuveen Nebraska Municipal Bond Fund
Nuveen Oregon Intermediate Municipal Bond Fund
Nuveen Quantitative Enhanced Core Equity Fund
Nuveen Real Asset Income Fund
Nuveen Real Estate Securities Fund
Nuveen Short Term Municipal Bond Fund
Nuveen Short Term Bond Fund
Nuveen Small Cap Growth Opportunities Fund
Nuveen Small Cap Index Fund
Nuveen Small Cap Select Fund
Nuveen Small Cap Value Fund
Nuveen Tactical Market Opportunities Fund
Nuveen Total Return Bond Fund
Schedule A-3
SCHEDULE A
Dated: May 11, 2012
12. | NUVEEN STRATEGY FUNDS, INC. (f/k/a First American Strategy Funds, Inc.) |
Nuveen Strategy Aggressive Growth Allocation Fund
Nuveen Strategy Balanced Allocation Fund
Nuveen Strategy Conservative Allocation Fund
Nuveen Strategy Growth Allocation Fund
Schedule A-4
SCHEDULE 1.2(e)
AML DELEGATION
Dated: May 11, 2012
1. | Delegation. |
1.1 | In order to assist the Fund, and upon instruction from the Fund, the Funds distributor, with responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund. The Fund has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Funds overall AML program (the AML Program). |
1.2 | Accordingly, subject to the terms and conditions set forth in this Agreement, the Fund hereby instructs and directs the Transfer Agent to implement the AML Procedures as set forth in Section 4 below on the Funds behalf and delegates to the Transfer Agent the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of the Fund and the Transfer Agent upon the execution by such parties of a revised Schedule 1.2(e) bearing a later date than the date hereof. |
1.3 | The Transfer Agent agrees to perform such AML Procedures, with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement. |
2. | Consent to Examination. In connection with the performance by the Transfer Agent of the AML Procedures, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners. |
3. |
Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer |
Schedule 1.2(e) - 1
SCHEDULE 1.2(e)
AML DELEGATION
Dated: May 11, 2012
Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Funds for which the Transfer Agent maintains the applicable Shareholder information. |
4. |
AML Procedures 1 |
4.1 | Consistent with the services provided by the Transfer Agent and with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information, the Transfer Agent shall: |
(a) On a daily basis, submit all new customer account registrations and registration changes against the Office of Foreign Assets Control (OFAC) database, the Politically Exposed Persons (PEP) database, and such other lists or databases as may be required from time to time by applicable regulatory authorities;
(b) Submit all account registrations through OFAC database, the PEP database, and such other lists or databases as may be required from time to time by applicable regulatory authorities;
(c) On a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database;
(d) Review certain types of redemption transactions that occur within thirty (30) days of an account establishment, registration change, or banking information change (e.g. redemption by wire within 30 days of banking information change; rapid depletion of account balance after establishment; and redemption by check within 30 days of address change);
(e) Review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;
(f) Review accounts with small balances followed by large purchases;
(g) Review accounts with frequent activity within a specified date range followed by a large redemption;
1 |
The accounts, transactions, items and activity reviewed in each case are subject to certain standard exclusions as set forth in written procedures of the Transfer Agent, which have been made available to the Fund and which may be modified from time to time. |
Schedule 1.2(e) - 2
SCHEDULE 1.2(e)
AML DELEGATION
Dated: May 11, 2012
(h) Review purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day;
(i) Determine when a suspicious activity report (SAR) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR; provide the Fund with a copy of the SAR within a reasonable time after filing; and notify the Fund if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing;
(j) Compare account information to any FinCEN request received by the Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Fund with the necessary information for it to respond to such request within required time frame;
(k) (i) Take reasonable steps to verify the identity of any person seeking to become a new customer of the Fund and notify the Fund in the event such person cannot be verified, (ii) Maintain records of the information used to verify the persons identity, as required, and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government agency;
(1) Conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 103.175). The Transfer Agent will perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a medium or above risk-ranking, the Transfer Agent will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, the Transfer Agent will contact the Funds AML Officer for further instruction.
(m) Upon the request by the Fund, conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain special measures against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193).
(n) Commencing on or before the date as determined by FinCEN, create and retain records required under 31 CFR 103.33 in connection with the transmittals of funds in amounts equal to or in excess of $3,000, and transmit such information on the transactions to the receiving financial institutions.
Schedule 1.2(e) - 3
SCHEDULE 1.2(e)
AML DELEGATION
Dated: May 11, 2012
4.2 | In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Fund, unless prohibited by applicable law. |
Schedule 1.2(e) - 4
SCHEDULE 12.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated: May 11, 2012
1. | On each day on which both the New York Stock Exchange and the Fund are open for business (a Business Day), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plans receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Funds prospectus. Each Business Day on which the TPA receives Instructions shall be a Trade Date. |
2. | The TPA(s) shall communicate the TPA(s)s acceptance of such Instructions, to the applicable Plan. |
3. | On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Funds custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent. |
4. | The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan. |
5. | The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares. |
6. |
The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the |
Schedule 12.1 - 1
statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares). |
7. | The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its Shareholders. |
8. | The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements. |
9. | The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and |
10. | The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts. |
11. | Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares. |
Schedule 12.1 - 2
AMENDMENT
To Transfer Agency and Service Agreement
Between
Each of the Nuveen Open-End Investment Companies Listed on Exhibit A to the Agreement
And
Boston Financial Data Services, Inc.
This Amendment is made as of this 25thday of July, 2012, between each of the Nuveen Open-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the Fund) andBoston Financial Data Services, Inc. (the Transfer Agent). In accordance with Section17 (Additional Portfolios/Funds) and Section 16.1 (Amendment) of the Transfer Agency and Service Agreement dated May 11, 2012, (the Agreement), the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. | Schedule A. The current Schedule A to the Agreement is replaced and superseded with the Schedule A attached hereto and dated July 30, 2012; |
2. | All defined terms and definitions in the Agreement shall be the same in this amendment (the July 30, 2012 Amendment) except as specifically revised by this Amendment. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
EACH OF THE NUVEEN OPEN-END INVESTMENT COMPANIES LISTED ON EXHIBIT A TO THE AGREEMENT |
BOSTON FINANCIAL DATA SERVICES, INC. |
|||
By: /s/ Tina M. Lazar |
By: |
|||
Name: Tina M. Lazar |
Name: |
|||
Title: Senior Vice President |
Title: |
|||
as an Authorized Officer on behalf of each of the Funds on Exhibit A to the Agreement |
SCHEDULE A
Nuveen Open-End Funds
Effective as of: July 30, 2012
1. | NUVEEN MUNICIPAL TRUST |
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen All-American Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund
2. | NUVEEN MULTISTATE TRUST I |
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
3. | NUVEEN MULTISTATE TRUST II |
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
4. | NUVEEN MULTISTATE TRUST III |
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
5. | 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
SCHEDULE A
Nuveen Open-End Funds
Effective as of: July 30, 2012
6. | NUVEEN INVESTMENT TRUST |
Nuveen Intelligent Risk Conservative Allocation Fund
Nuveen Intelligent Risk Growth Allocation Fund
Nuveen Intelligent Risk Moderate Allocation Fund
Nuveen Multi-Manager Large-Cap Value Fund
Nuveen NWQ Equity Income Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen Global Total Return Bond Fund
Nuveen Tradewinds Value Opportunities Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
7. | NUVEEN INVESTMENT TRUST II |
Nuveen Santa Barbara Growth Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Long/Short Equity Fund
Nuveen Santa Barbara Global Growth Fund
Nuveen Santa Barbara International Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Symphony Mid-Cap Core Fund
Nuveen Symphony Small-Mid Cap Core Fund
Nuveen Symphony Large-Cap Value Fund
Nuveen Symphony Optimized Alpha Fund
Nuveen Symphony Large-Cap Growth Fund
Nuveen Symphony International Equity Fund
Nuveen Tradewinds Emerging Markets Fund
Nuveen Tradewinds Global All-Cap Fund
Nuveen Tradewinds Global Resources Fund
Nuveen Tradewinds International Value Fund
Nuveen Tradewinds Japan Fund
Nuveen Tradewinds Small-Cap Opportunities Fund
Nuveen Tradewinds TMT Value Fund
Nuveen Winslow Large-Cap Growth Fund
8. | NUVEEN INVESTMENT TRUST III |
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Floating Rate Income Fund
SCHEDULE A
Nuveen Open-End Funds
Effective as of: July 30, 2012
8. | NUVEEN INVESTMENT TRUST III |
Nuveen Symphony Credit Opportunities Fund
Nuveen Symphony Floating Rate Income Fund
9. | NUVEEN INVESTMENT TRUST V |
Nuveen Preferred Securities Fund
Nuveen NWQ Flexible Income Fund
Nuveen Gresham Diversified Commodity Strategy Fund
Nuveen Gresham Long/Short Commodity Strategy Fund
10. | NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST |
Municipal Total Return Managed Accounts Portfolio
Enhanced Multi-Strategy Income Managed Accounts Portfolio
SCHEDULE A
Nuveen Open-End Funds
Effective as of: July 30, 2012
11. | NUVEEN INVESTMENT FUNDS, INC. (f/k/a First American Investment Funds, Inc.) |
Nuveen Core Plus Bond Fund ( f/k/a Nuveen Core Bond Fund)
Nuveen Dividend Value Fund
Nuveen Equity Index Fund
Nuveen Global Infrastructure Fund
Nuveen High Income Bond Fund
Nuveen Inflation Protected Securities Fund
Nuveen Intermediate Government Bond Fund
Nuveen Intermediate Term Bond Fund
Nuveen International Fund
Nuveen International Select Fund
Nuveen Large Cap Growth Opportunities Fund
Nuveen Large Cap Select Fund
Nuveen Large Cap Value Fund
Nuveen Mid Cap Growth Opportunities Fund
Nuveen Mid Cap Index Fund
Nuveen Mid Cap Select Fund
Nuveen Mid Cap Value Fund
Nuveen Minnesota Intermediate Municipal Bond Fund
Nuveen Minnesota Municipal Bond Fund
Nuveen Nebraska Municipal Bond Fund
Nuveen Oregon Intermediate Municipal Bond Fund
Nuveen Quantitative Enhanced Core Equity Fund
Nuveen Real Asset Income Fund
Nuveen Real Estate Securities Fund
Nuveen Short Term Municipal Bond Fund
Nuveen Short Term Bond Fund
Nuveen Small Cap Growth Opportunities Fund
Nuveen Small Cap Index Fund
Nuveen Small Cap Select Fund
Nuveen Small Cap Value Fund
Nuveen Tactical Market Opportunities Fund
Nuveen Strategic Income Fund ( f/k/a Nuveen Total Return Bond Fund)
NUVEEN | STRATEGY FUNDS, INC. (f/k/a First American Strategy Funds, Inc.) |
Nuveen Strategy Aggressive Growth Allocation Fund
Nuveen Strategy Balanced Allocation Fund
Nuveen Strategy Conservative Allocation Fund
Nuveen Strategy Growth Allocation Fund
July 30, 2012
Nuveen Investment Trust V
333 West Wacker Drive
Chicago, Illinois 60606-1286
Chapman and Cutler
111 W. Monroe Street
Chicago, IL 60603
Re: | Nuveen Investment Trust V |
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Nuveen Investment Trust V (the Trust) on behalf of its series Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund (each, a Fund) in connection with the Trusts Post-Effective Amendment to its Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission on or about July 30, 2012 (as proposed to be amended, the Registration Statement) with respect to each Funds Class A Shares, Class C Shares and Class I Shares of beneficial interest, par value $.01 per share (the Shares). You have requested that we deliver this opinion to you in connection with the Trusts filing of such Registration Statement.
In connection with the furnishing of this opinion, we have examined the following documents:
(a) a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust;
(b) a copy, stamped as filed with the Secretary of the Commonwealth of Massachusetts, of the Declaration of Trust dated September 27, 2006 (the Declaration);
(c) a copy, as filed with the Secretary of the Commonwealth of Massachusetts on April 30, 2008, of the Trusts Amended Establishment and Designation of Classes effective as of May 1, 2008 and a copy, as filed with the Secretary of the Commonwealth of Massachusetts on April 20, 2012, of the Trusts Amended and Restated Designation of Series effective as of April 18, 2012 (collectively, the Designations);
(d) a certificate executed by an appropriate officer of the Trust, certifying as to, and attaching copies of, the Trusts Declaration, Designation, By-Laws, and certain resolutions adopted by the Trustee
Nuveen Investment Trust V
Chapman and Cutler
July 30, 2012
Page 2 of 3
of the Trust at meetings held on April 18-19, 2012 and May 21-23, 2012 (the Resolutions); and
(e) drafts received on July 12, 2012 of the Registration Statement.
In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement, as filed with the Securities and Exchange Commission, will be in substantially the form of the draft referred to in paragraph (e) above. We have also assumed that the Trusts Declaration, Designations, By-Laws and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares and will be in full force and effect on the date of the issuance of such Shares.
This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.
As to any opinion below relating to the due formation or existence of the Trust under the laws of the Commonwealth of Massachusetts, our opinion relies entirely upon and is limited by the certificate of public officials referred to in (a) above.
This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts (other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law which any tribunal may apply to such transaction. In addition, to the extent that the Trusts Declaration, Designations or By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.
Nuveen Investment Trust V
Chapman and Cutler
July 30, 2012
Page 3 of 3
We understand that all of the foregoing assumptions and limitations are acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our opinion that:
1. The Trust has been formed and is existing under the Trusts Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a Massachusetts business trust.
2. The Shares, when issued and sold in accordance with the Trusts Declaration, Designation and By-Laws and for the consideration described in the Registration Statement, will be validly issued, fully paid and non-assessable, except that, as set forth in the Registration Statement, shareholders of the Trust may under certain circumstances be held personally liable for its obligations.
We hereby consent to your reliance on this opinion in connection with your opinion to the Trust with respect to the Shares and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours, |
/s/ Bingham McCutchen LLP BINGHAM McCUTCHEN LLP |
[O N C HAPMAN AND C UTLER LLP L ETTERHEAD ]
July 30, 2012
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 proposes to offer and sell shares of various classes of its series, Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund, (the Shares ) in the manner and on the terms set forth in Post-Effective Amendment No. 21 and Amendment No. 22 to its Registration Statement on Form N-1A filed on or about July 30, 2012 (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 Funds 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 and Restated Designation of Series, 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 validly 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.
July 30, 2012
Page 2
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, |
/s/ Chapman and Cutler LLP |
C HAPMAN AND C UTLER LLP |
Exhibit A
to Plan of Distribution and Service Pursuant to Rule 12b-1
Nuveen Investment Trust:
Nuveen Global Total Return Bond Fund (commenced November 29, 2011)
Nuveen Intelligent Risk Conservative Allocation Fund (commenced May 4, 2012)
Nuveen Intelligent Risk Growth Allocation Fund (commenced May 4, 2012)
Nuveen Intelligent Risk Moderate Allocation Fund (commenced May 4, 2012)
Nuveen Multi-Manager Large-Cap Value Fund, formerly called Nuveen Large-Cap Value Fund
Nuveen NWQ Equity Income Fund (commenced September 2009)
Nuveen NWQ Large-Cap Value Fund ( commenced December 2006 )
Nuveen NWQ Multi-Cap Value Fund (commenced December 2002)
Nuveen NWQ Small/Mid-Cap Value Fund ( commenced December 2006 )
Nuveen NWQ Small-Cap Value Fund (commenced December 2004)
Nuveen Tradewinds Value Opportunities Fund, formerly called Nuveen NWQ Value Opportunities Fund
(
commenced December 2004
)
Nuveen Conservative Allocation Fund
(changed name July 7, 2008), formerly called Nuveen Balanced
Municipal and Stock Fund,
(reorganized into Nuveen Strategy Conservative Allocation Fund-January 20, 2012)
Nuveen Enhanced Core Equity Fund
(commenced November 2007, liquidated May 2011)
Nuveen Enhanced Mid-Cap Fund
(commenced November 2007, liquidated May 2011)
Nuveen Enhanced Core Equity Plus Fund
(commenced December 2008, liquidated December 4, 2009)
Nuveen European Value Fund
(merged into International Fund 2003)
Nuveen Growth Allocation Fund
(changed name August 1, 2008), formerly, Nuveen Global Value Fund (changed name March
2008), formerly called Nuveen NWQ Global Value Fund (changed name October 2007),
(commenced December 2004, liquidated October 2011)
Nuveen Moderate Allocation Fund
(changed name July 7, 2008), formerly called Nuveen Balanced Stock and Bond Fund,
(reorganized into Nuveen Strategy Balanced Allocation
Fund-January 20, 2012)
Nuveen Investment Trust II:
Nuveen Santa Barbara Dividend Growth Fund (commenced April 2006)
Nuveen Santa Barbara Global Dividend Growth Fund (commenced June 2012)
Nuveen Santa Barbara Global Growth Fund (commenced April 2009) ( changed name August, 2011 ), formerly, Nuveen Santa Barbara Global Equity Fund
Nuveen Santa Barbara Growth Fund (commenced April 2006)
Nuveen Santa Barbara International Dividend Growth Fund (commenced June 2012)
Nuveen Santa Barbara International Growth Fund (commenced April 2009) (changed name June, 2011), formerly, Nuveen Santa Barbara International Equity Fund
1
Nuveen Santa Barbara Long/Short Equity Fund (commenced December 2008) (changed name November 15, 2011) formerly, Nuveen Santa Barbara Growth Plus Fund
Nuveen Symphony International Equity Fund (commenced May 2008)
Nuveen Symphony Large-Cap Growth Fund (commenced December 2006)
Nuveen Symphony Large-Cap Value Fund (commenced May 2006)
Nuveen Symphony Mid-Cap Core Fund (commenced May 2006)
Nuveen Symphony Optimized Alpha Fund (commenced September 2007)
Nuveen Symphony Small-Mid Cap Core Fund (commenced May 2006)
Nuveen Tradewinds Emerging Markets Fund (commenced December 2008)
Nuveen Tradewinds Global All-Cap Fund, formerly called Nuveen NWQ Global All-Cap Fund (commenced March 2006)
Nuveen Tradewinds Global Resources Fund (commenced December 2006)
Nuveen Tradewinds International Value Fund, formerly called Nuveen NWQ International Value Fund
Nuveen Tradewinds Japan Fund (commenced December 2008)
Nuveen Tradewinds Small-Cap Opportunities Fund (commenced September 2011)
Nuveen Winslow Large-Cap Growth Fund (commenced May 2009)
Nuveen Innovation Fund
(merged into Rittenhouse Growth Fund July 2003)
Nuveen Rittenhouse Growth Fund
(
merged into Santa Barbara Dividend Growth June 2009)
Nuveen Santa Barbara EcoLogic Equity Fund
(commenced December 2008) (liquidated March 24, 2011)
Nuveen Santa Barbara Strategic Growth Fund
(changed name August, 2009), formerly, Nuveen Rittenhouse Strategic Growth Fund
(commenced November 2007, liquidated September 30,
2010)
Nuveen Santa Barbara Mid-Cap Growth Fund
(changed name August, 2009), formerly, Nuveen Rittenhouse
Mid-Cap Growth Fund (commenced November 2007, liquidated September 30, 2010)
Nuveen Santa Barbara Growth
Opportunities Fund
(commenced April 2006, liquidated March 2010)
Nuveen Symphony All-Cap Core
Fund
(commenced May 2006, liquidated March 2010)
Nuveen Tradewinds Global All-Cap Plus Fund
(commenced December 2008, liquidated May 2012)
Nuveen Tradewinds Global Flexible Allocation Fund
(commenced May 2010, liquidated June 27, 2012)
2
Nuveen Investment Trust III
Nuveen Symphony Credit Opportunities Fund ( commenced April, 2010 )
Nuveen Symphony Floating Rate Income Fund ( commenced May, 2011 )
Nuveen High Yield Bond Fund
(commenced
December 2004) (reorganized into Nuveen High Income Bond Fund-November 4, 2011)
Nuveen Income Fund
(closed and liquidated 2001)
Nuveen Multi-Strategy Core Bond Fund
, formerly called Nuveen Multi-Strategy
Income Fund
(name changed January 29, 2010
, formerly called Nuveen Core Bond Fund
(name changed August 1, 2007), (commenced December 2004) (reorganized into Nuveen Total Return Bond Fund-November 4, 2011)
Nuveen Short Duration Bond Fund
(commenced December 2004) (reorganized into Nuveen Short Term Bond Fund-November 18,
2011)
Nuveen Investment Trust V
Nuveen Gresham Diversified Commodity Strategy Fund ( commenced July, 2012 )
Nuveen Gresham Long/Short Commodity Strategy Fund ( commenced July, 2012 )
Nuveen NWQ Flexible Income Fund, formerly called Nuveen NWQ Preferred Securities Fund (commenced December 2009) (name changed March 11, 2012)
Nuveen Preferred Securities Fund (commenced December 2006)
3
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
N UVEEN M UNICIPAL T RUST
N UVEEN M ULTISTATE T RUST I
N UVEEN M ULTISTATE T RUST II
N UVEEN M ULTISTATE T RUST III
N UVEEN M ULTISTATE T RUST IV
F IRST A MERICAN S TRATEGY F UNDS , I NC . 1
F IRST A MERICAN I NVESTMENT F UNDS , I NC . 2
M ULTIPLE C LASS P LAN
A DOPTED P URSUANT TO R ULE 18f-3
(Most recently amended January 19, 2011)
W HEREAS , each of Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust IV, Nuveen Investment Trust V, Nuveen Municipal Trust, Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III and Nuveen Multistate Trust IV, each a Massachusetts business trust (each, a Trust ), and First American Strategy Funds, Inc. and First American Investment Funds, Inc., each a Maryland business corporation (each a Corporation and together with each Trust, each an Issuer ), 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 , each Issuer 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 Issuers series together with all other such series subsequently established by an Issuer being referred to herein individually as a Fund and collectively as the Funds );
W HEREAS , each Issuer is authorized to and has divided the shares of each Fund into separate classes as designated in the Issuers Declaration of Trust or Articles of Incorporation, as applicable; and
1 |
To be renamed Nuveen Strategy Funds, Inc. effective April 1, 2011. |
2 |
To be renamed Nuveen Investment Funds, Inc. effective April 1, 2011. |
1 | Enclosure | (2) |
W HEREAS , the Board of each Issuer as a whole, and the Trustees/Directors who are not interested persons of the Issuer (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 Issuer as a whole.
N OW , T HEREFORE , each Issuer hereby adopts this Plan, as amended as of the date listed above, 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 and the other documents incorporated by reference herein, shall differ solely with respect to: (i) distribution, service and other charges and expenses as provided for herein; (ii) the exclusive right of each class of 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 statutory and summary prospectuses and statement of additional information of each Fund, as the same may be amended or supplemented from time to time; (iv) the designation of each class of shares; and (v) conversion features.
Section 2. Attributes of Share Classes. The attributes of each existing share class of each of the Funds, with respect to distribution arrangements, shareholder services, contingent deferred sales charges, and conversion and exchange options shall be as set forth in the following materials, which materials are herein incorporated by reference:
1. The statutory and summary prospectuses of each respective Fund in the form most recently filed with the Securities and Exchange Commission (the SEC );
2. The statement of additional information of each respective Fund in the form most recently filed with the SEC;
3. The Plan of Distribution and Service as most recently amended with respect to Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust IV and Nuveen Investment Trust V; the Plan of Distribution and Service Pursuant to Rule 12b-1 as most recently amended with respect to Nuveen Municipal Trust, Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III and Nuveen Multistate Trust IV; the Amended and Restated Distribution and Service Plan effective January 18, 2011 with respect to First American Investment Funds, Inc.; and the Amended and Restated Distribution and Service Plan effective January 18, 2011 with respect to First American Strategy Funds, Inc. (collectively the Distribution and Service Plans ).
- 2 -
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.
(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, distribution and service fees charged pursuant to the Distribution and Service Plans (collectively, 12b-1 fees ), expenses associated with the addition of share classes to an Issuer (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 of shares, 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 fees) exceed the daily expense cap in effect for a 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 12b-1 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.
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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 statutory and summary prospectuses and statement of additional information of each Fund, as the same may be amended or supplemented from time to time.
Section 5. Term and Termination.
(a) The Funds. This Plan shall become effective with respect to each Issuer on the date hereof, and shall continue in effect with respect to each class of shares designated in the Issuers Declaration of Trust or Articles of Incorporation, as applicable, 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 not currently designated in the Issuers Declaration of Trust or Articles of Incorporation, as applicable, and with respect to each additional Fund or class thereof established by an Issuer 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 an Issuer, 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 additional Fund or class until terminated in accordance with provisions of Section 5(c) hereof.
(c) Termination. This Plan may be terminated at any time with respect to any Issuer or any Fund or class thereof, as the case may be, by vote of a majority of both (i) the members of the Board of an Issuer, as a whole, and (ii) the Non-Interested Members. The Plan may remain in effect with respect to a particular Issuer or any Fund or class thereof even if it has been terminated in accordance with this Section 5(c) with respect to any other Issuer or Fund or class thereof.
Section 6. Subsequent Issuers. The parties hereto intend that any open-end investment company established subsequent to the date set forth below for which Nuveen Fund Advisors, Inc. acts as investment adviser (each a Future Issuer ), will be covered by the terms and conditions of this Plan, provided that the Board of such Future Issuer as a whole, and the Non-Interested Members of such Future Issuer, 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 Issuer individually, and each Fund of such Future Issuer and such Future Issuer as a whole.
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Section 7. Amendments.
(a) General. Except as set forth below, any material amendment to this Plan affecting an Issuer or Fund or class thereof shall require the affirmative vote of a majority of both the members of the Board of that Issuer, as a whole, and the Non-Interested Members that the amendment is in the best interests of each class of each Issuer individually and each Fund as a whole.
(b) Future Issuers. Any amendment to the Plan solely for the purpose of adding a Future Issuer as a party hereto in accordance with Section 6 will not require any action by the Board of each Issuer.
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Gresham Investment Management LLC
Code of Ethics
Gresham Investment Management LLC
Code of Ethics
10/14/2011 to Current
Table of Contents
3 Statement of General Policy
5 Definitions
6 Standards of Business Conduct
7 Prohibition Against Insider Trading
10 Personal Securities and Commodities Transactions
12 Gifts and Entertainment
13 Protecting the Confidentiality of Client Information
15 Compliance Procedures
17 Certification
18 Records
19 Pay to Play
20 Reporting Violations and Sanctions
Statement of General Policy
This Code of Ethics (Code) has been adopted by Gresham Investment Management LLC (Gresham) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act).
This Code establishes rules of conduct for all employees of Gresham and is designed to, among other things, govern personal securities and/or commodities trading activities in the accounts of employees. The Code is based upon the principle that Gresham and its employees owe a fiduciary duty to Greshams clients to conduct their affairs, including their personal securities and/or commodities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
The Code is designed to ensure that the high ethical standards long maintained by Gresham continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee.
Pursuant to Section 206 of the Advisers Act and Section 4o of the Commodity Exchange Act, both Gresham and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with these sections involves more than acting with honesty and good faith alone. It means that the Gresham has a duty of utmost good faith to act solely in the best interest of its clients.
Gresham and its employees are subject to the following specific fiduciary obligations when dealing with clients:
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to have a reasonable, independent basis for the investment advice provided; |
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to obtain best execution for a clients transactions where the Firm is in a position to direct brokerage transactions for the client; |
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to ensure that investment advice is suitable to meeting the clients individual objectives, needs and circumstances; and |
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to be loyal to clients. |
Gresham expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Gresham. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Gresham. Greshams reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities or commodities transaction being considered questionable. Employees are urged to seek the advice of the Chief Compliance Officer (CCO) for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Gresham in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the
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CCO. The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities or commodities trading should be resolved in favor of the client even at the expense of the interests of employees.
The CCO will periodically report to senior management of Gresham to document compliance with this Code.
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Definitions
For the purposes of this Code, the following definitions shall apply:
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Employee means any person who is employed by Gresham or is subject to its supervision and control. |
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Access person means any supervised person who: has access to nonpublic information regarding any clients purchase or sale of securities or commodities, or nonpublic information regarding the portfolio holdings of any fund Gresham or its control affiliates manage; or is involved in making securities or commodities recommendations to clients that are nonpublic. |
(Note: All of Greshams members and officers are presumed to be access persons.)
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Account means accounts of any employee and includes accounts of the employees immediate family members (any relative by blood or marriage living in the employees household) or any other persons living in the employees household, and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion. |
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Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
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Reportable security means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless Gresham or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless Gresham or a control affiliate acts as the investment adviser or principal underwriter for the fund. |
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Supervised person means members and officers of Gresham (or other persons occupying a similar status or performing similar functions); employees of Gresham; and any other person who provides advice on behalf of Gresham and is subject to its supervision and control. |
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Standards of Business Conduct
Gresham places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct sets forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), and the National Futures Association (NFA).
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Greshams access persons as defined herein. These procedures cover transactions in a reportable security in which an access person has a beneficial interest or in accounts over which the access person exercises control as well as transactions by members of the access persons immediate family or persons living in the same household.
Section 206 of the Advisers Act and Section 4o of the Commodity Exchange Act make it unlawful for Gresham or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and the Commodity Exchange Act and the rules thereunder.
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Prohibition Against Insider Trading
Introduction
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and Gresham to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, supervised persons and Gresham may be sued by investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities or commodities trading and information handling by supervised persons of Gresham and their immediate family members.
The law of insider trading is continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
General Policy
No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Gresham), while in the possession of material, nonpublic information, nor may any personnel of Gresham communicate material, nonpublic information to others in violation of the law.
1. What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a particular investment vehicle. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. Any questions regarding material information should be directed to the CCO.
Material information often relates to a companys results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a companys securities or the commodities market. Information about a significant order to purchase or sell securities or commodities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journals Heard on the Street column.
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The term material nonpublic information relates not only to issuers but also to Greshams securities or commodities recommendations and client securities or commodities holdings and transactions.
2. What is Nonpublic Information?
Information is public when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones tape or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
3. Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private accounts managed by Gresham (Client Accounts), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
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Report the information and proposed trade immediately to the CCO. |
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Do not purchase or sell the securities or commodities on behalf of yourself or others, including investment funds or private accounts managed by the firm. |
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Do not communicate the information inside or outside the firm, other than to the CCO. |
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After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take. |
You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm.
4. Contacts with Public Companies
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Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an access or supervised person of Gresham or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a companys Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Gresham must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information. |
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5. Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and tipping while in the possession of material, nonpublic information regarding a tender offer received from the tender offerer or, the target company or anyone acting on behalf of either. Access or supervised persons of Gresham and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
6. Restricted/Watch Lists
Although Gresham does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.
The CCO may place certain securities on a restricted list. Access persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Securities issued by companies about which a number of access or supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The CCO shall take steps to immediately inform all access or supervised persons of the securities listed on the restricted list.
The CCO may place certain securities on a watch list. Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to The CCO and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance.
7. Penalties for Insider Trading
In addition to any civil or criminal penalties which might apply, access and supervised persons who trade while in possession of material, nonpublic information or who communicate such information to others in violation of the law are subject to termination. See section 17 of the Gresham Investment Management LLC Compliance Policies and Procedures Manual for the firms Insider Trading Policy.
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Personal Securities and Commodities Transactions
General Policy
Gresham has adopted the following principles governing personal investment activities by its supervised and access persons:
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The interests of client accounts are the top priority at all times; |
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No supervised person, with the exception of Greshams Chairman, may engage in personal trading of commodity-related products other than making an investment in an investment fund managed or sub-advised by Gresham; |
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Any participation by a supervised person in an investment fund managed or sub-advised by Gresham must be for investment purposes only, not trading; |
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All personal transactions in securities and commodities will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; and |
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Access persons must not take inappropriate advantage of their positions. |
Pre-Clearance Required for Participation in IPOs
No access person, including executive officers, shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein, without the prior written approval of the CCO who must be provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access persons activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.
Pre-Clearance Required for Private or Limited Offerings (Including Investment Funds or Private Accounts Managed or Sub-Advised by Gresham)
No access person, including executive officers, shall acquire beneficial ownership of any securities in a limited offering or private placement (including investment funds or private accounts managed or sub-advised by Gresham), without the prior written approval of the CCO, who must be provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access persons activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts. Moreover, 10 days written notice of additions or redemptions associated with such investments is required of access persons.
The Chairmans Commodities Trading-Potential Conflicts and Mitigation
The Chairman (or entities he controls) may trade for his own accounts in the same financial instruments and commodity-related products in which Gresham transacts on behalf of its advisory clients. These proprietary investment activities could involve a conflict of interest in the sense that such trades may be different from, or opposite to, those of clients. It is possible that the Chairmans accounts may not hold these positions for the same period of time or may be in different markets or in different delivery months of the same futures contract than positions Gresham takes on behalf of one or more clients accounts. Thus, Gresham cannot be sure that the Chairmans proprietary trading results will be the same as the performance in any clients account. Moreover, the Chairman may express views that
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are inconsistent with, or contrary to, the trading strategies Gresham undertakes on behalf of one or more clients. Finally, the Chairmans proprietary trading in the same financial instruments and commodity-related products in which Gresham transacts on behalf of its advisory clients represents a potential conflict of interest were proprietary accounts to receive preferential treatment.
In order to mitigate the possibility of preferential treatment, the Chairman may not take the same positions as Gresham recommends for client accounts prior to, or on a more favorable basis than, client accounts on a given trading day. Accordingly, the execution of the Chairmans proprietary transactions will occur, to the extent practicable, contemporaneously with any transactions for the same contracts that Gresham executes in the same implementation strategy for any of its advisory clients. Execution of any other transactions that the Chairman effects, taking the same positions in the same contracts on the same day as Gresham clients, must take place after execution of the client trades in the case of spread transactions, and at the close of the markets in the case of outright buy and sell transactions. There is a limited exception to the foregoing, permitting execution of the Chairmans trades generated electronically by predetermined programs at times dictated by such programs.
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Gifts and Entertainment
General Policy
Greshams policy with respect to gifts and entertainment is as follows:
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Receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest; |
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Gresham employees should not accept any gifts or favors that might influence the decisions you must make in business transactions involving Gresham, or that others might reasonably believe would influence those decisions; |
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Modest gifts, favors and entertainment, which would not be regarded by others as improper, may be accepted on an occasional basis, but must be approved and reported as set forth below; and |
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Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed. |
Approval/Reporting Requirements
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Any Gresham employee who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of Gresham, including gifts, gratuities, and entertainment (e.g., meals, drinks and tickets to athletic or theatrical events), with a value in excess of $100 (singly or in the aggregate over the course of a calendar year), must obtain approval from the CCO before acceptance; |
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All such gifts and entertainment received, regardless of value, must be reported to the CCO; |
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The purpose of the above reporting requirement is to facilitate monitoring of aggregate values and to ensure compliance with applicable regulatory reporting requirements. However, the reporting of a gift or entertainment does not relieve any employee of the obligations and policies set forth in this section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult the CCO. |
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Protecting the Confidentiality of Client Information
Confidential Client Information
In the course of investment advisory activities of Gresham, the firm gains access to non-public information about its clients. Such information may include a persons status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by Gresham to clients, and data or analyses derived from such non-public personal information (collectively referred to as Confidential Client Information). All Confidential Client Information, whether relating to Greshams current or former clients, is subject to the Codes policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
Non-Disclosure of Confidential Client Information
All information regarding Greshams clients is confidential. Information may only be disclosed when the disclosure is consistent with the firms policy and the clients direction. Gresham does not share confidential client information with any third parties, except in the following circumstances:
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As necessary to provide service that the client requested or authorized, or to maintain and service the clients account. Gresham will require that any financial intermediary, agent or other service provider utilized by Gresham (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of confidential client information and use the information provided by Gresham only for the performance of the specific service requested by Gresham; |
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As required by regulatory authorities or law enforcement officials who have jurisdiction over Gresham, or as otherwise required by any applicable law. In the event Gresham is compelled to disclose confidential client information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, Gresham shall disclose only such information, and only in such detail, as is legally required; and |
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To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. |
Employee Responsibilities
All supervised persons are prohibited, either during their tenure or after the termination of their employment with Gresham, from disclosing confidential client information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose confidential client information only to such other supervised persons who need to have access to such information to deliver Greshams services to the client.
Supervised persons are also prohibited from making unauthorized copies of any documents or files containing confidential client information and, upon termination of their employment, must return all such documents to Greshams possession.
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Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.
Security of Confidential Personal Information
Gresham enforces the following policies and procedures to protect the security of confidential client information:
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The firm restricts access to confidential client information to those access persons who need to know such information to provide Greshams services to clients; |
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Any access person who is authorized to have access to confidential client information in connection with the performance of such persons duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day; |
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All electronic or computer files containing any confidential client information shall be password secured and firewall protected from access by unauthorized persons; and |
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Any conversations involving confidential client information, if appropriate at all, must be conducted by access persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
Privacy Policy
As a registered investment adviser, Gresham and all supervised persons must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the nonpublic personal information of natural person clients. Nonpublic information, under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P Gresham has adopted policies and procedures to safeguard the information of natural person clients.
Enforcement and Review of Confidentiality and Privacy Policies
The CCO is responsible for reviewing, maintaining and enforcing Greshams confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exceptions to this policy require the written approval of the CCO.
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Compliance Procedures
Reporting Requirements
Every access person shall provide initial and annual holdings reports and quarterly transaction reports to the CCO, which must contain the information described below.
1. Initial Holdings Report
Every access person shall, no later than ten (10) days after the person becomes an access person, file an initial holdings report containing the following information:
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The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security; or, in the case of the Chairman, the commodity, exchange on which it trades, delivery month, and number of contracts (or in the case of over-the-counter contracts or derivatives, analogous information); in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person; |
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The name of any broker, dealer, bank, or futures commission merchant (in the case of the Chairman), account name, number and location with whom the access person maintained an account in which any securities and/or commodities were held for the direct or indirect benefit of the access person; and |
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The date that the report is submitted by the access person. |
The information submitted must be current as of a date no more than forty-five (45) days before the person became an access person.
2. Annual Holdings Report
Every access person shall, no later than April 13 each year, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.
3. Quarterly Transaction Reports
Every access person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:
With respect to any transaction during the quarter in a reportable security or commodity (in the case of the Chairman), in which the access persons had any direct or indirect beneficial ownership:
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The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security; or the commodity (in the case of Greshams chairman), exchange on which it trades, delivery month, and number of contracts (or in the case of over-the-counter contracts or derivatives, analogous information); |
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
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The price of the reportable security or commodity at which the transaction was effected; |
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The name of the broker, dealer, futures commission merchant or bank with or through whom the transaction was effected; and |
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The date the report is submitted by the access person. |
4. Exempt Transactions
An access person need not submit a report with respect to any of the following:
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Transactions in securities or commodities effected for or held in any account over which the person has no direct or indirect influence or control; |
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Transactions effected pursuant to an automatic investment plan; |
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A quarterly transaction report if the report would duplicate information contained in securities or commodities transaction confirmations or brokerage account statements that Gresham holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. |
5. Monitoring and Review of Personal Securities or Commodities Transactions
The CCO or a designee will monitor and review all reports required under the Code for compliance with Greshams policies regarding personal securities or commodities transactions and applicable SEC, CFTC or NFA rules and regulations. The CCO may also initiate inquiries of access persons regarding personal securities or commodities trading. Access persons are required to cooperate with such inquiries and any monitoring or review procedures employed by Gresham. Any transactions for any accounts of the CCO will be reviewed and approved by the President or other designated supervisory person. The CCO shall at least annually identify all access persons who are required to file reports pursuant to the Code and will inform such access persons of their reporting obligations.
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Certification
Initial Certification
All supervised persons will be provided with a copy of the Code and must initially certify in writing to the CCO that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must certify to the CCO in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.
Annual Certification
All supervised persons must annually certify in writing to the CCO that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.
Further Information
Supervised persons should contact the CCO regarding any inquiries pertaining to the Code or the policies established herein.
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Records
The CCO shall maintain and cause to be maintained in a readily accessible place the following records:
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A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years; |
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A record of any violation of Greshams Code and any action that was taken as a result of such violation for a period of 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 thereto for each person who is currently, or within the past five years was, an access person which shall be retained for five years after the individual ceases to be an access person of Gresham; |
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A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports; |
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A list of all persons who are, or within the preceding five years have been, access persons; |
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A record of any decision and reasons supporting such decision to approve an access persons acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
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Pay to Play
General Policy
It is Greshams policy to require employees to notify the company if they plan to make political contributions to state or local officials or political parties.
Employees who want to receive a more detailed understanding of the intricacies of this policy should ask the Compliance Department.
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Reporting Violations and Sanctions
All supervised persons shall promptly report to the CCO or an alternate designee all apparent violations of the Code.
The CCO shall promptly report to senior management all apparent material violations of the Code. When the CCO finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act and/or Section 4o of the Commodity Exchange Act, he may, in his discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.
Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employees employment with the firm or an affiliate (if appropriate).
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Gresham Diversified Commodity Fund Ltd.
Gresham Long/Short Commodity Fund Ltd.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Senior Vice President of Walkers Fund Services Limited, on behalf of its wholly-owned subsidiary, WFS Directors Limited, the Director of the above-referenced funds, hereby constitutes and appoints GIFFORD R. ZIMMERMAN, KEVIN J. McCARTHY and CHRISTOPHER M. ROHRBACHER, appointed officers of the above-referenced funds, and each of them (with full power to each of them to act alone) its true and lawful attorney-in-fact and agent, for it on its behalf and in Registration Statements of Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund, each a series of Nuveen Investment Trust V, on Form N-1A under the Securities Act of 1933 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.
The governing law of this Power of Attorney shall be the law of the Cayman Islands.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 26th day of July, 2012.
WFS Directors Limited
/s/ Michelle Wilson-Clarke
Michelle Wilson-Clarke
Authorized Signatory