As filed with the Securities and Exchange Commission on August 28, 2012
1933 Act Registration No. 033-16905
1940 Act Registration No. 811-05309
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. 129 | þ | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 |
||||
Amendment No. 129 | þ |
Nuveen Investment Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
333 West Wacker Drive
Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 917-7700
(Registrants Telephone Number, including Area Code):
Kevin J. McCarthy Vice President and Secretary 333 West Wacker Drive
Chicago, Illinois 60606
|
Copies to: Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 |
Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness.
It is proposed that this filing will become effective (check appropriate box):
¨ | immediately upon filing pursuant to paragraph (b) | ¨ | on (date) pursuant to paragraph (a)(1) | |||||
x | on August 31, 2012 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. 129
This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:
Mutual Funds
Prospectus
August 31, 2012
Nuveen Municipal Bond Funds
Dependable, tax-free income because its not what you earn, its what you keep. ®
Class / Ticker Symbol | ||||||||
Fund Name | Class A | Class B | Class | Class I | ||||
Nuveen All-American Municipal Bond Fund |
FLAAX | FAAMX | FAARX | |||||
Nuveen Inflation Protected Municipal Bond Fund |
NITAX | | NIPCX | NIPIX | ||||
Nuveen Intermediate Duration Municipal Bond Fund |
NMBAX | NUMBX | NNSCX | NUVBX | ||||
Nuveen Limited Term Municipal Bond Fund |
FLTDX | | FLTCX | FLTRX | ||||
Nuveen Short Term Municipal Bond Fund |
FSHAX | | NSVCX | FSHYX |
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 All-American Municipal Bond Fund | 2 | |||
Nuveen Inflation Protected Municipal Bond Fund | 7 | |||
Nuveen Intermediate Duration Municipal Bond Fund | 11 | |||
Nuveen Limited Term Municipal Bond Fund | 16 | |||
Nuveen Short Term Municipal Bond Fund | 21 | |||
Section 2 How We Manage Your Money | ||||
Who Manages the Funds | 26 | |||
More About Our Investment Strategies | 29 | |||
How We Select Investments | 33 | |||
What the Risks Are | 34 | |||
Section 3 How You Can Buy and Sell Shares | ||||
What Share Classes We Offer | 40 | |||
How to Reduce Your Sales Charge | 43 | |||
How to Buy Shares | 44 | |||
Special Services | 45 | |||
How to Sell Shares | 47 | |||
Section 4 General Information | ||||
Dividends, Distributions and Taxes | 50 | |||
Distribution and Service Plan | 52 | |||
Net Asset Value | 53 | |||
Frequent Trading | 54 | |||
Fund Service Providers | 56 | |||
Section 5 Financial Highlights | 57 | |||
Section 6 Glossary of Investment Terms | 62 | |||
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
Nuveen All-American Municipal Bond Fund
Investment Objective
The investment objective of the Fund is to provide you with as high a level of current interest income exempt from regular federal income taxes as is consistent with preservation of capital.
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 40 of the Funds prospectus, How to Reduce Your Sales Charge on page 43 of the prospectus and Purchase and Redemption of Fund Shares on page S-68 of the Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
Class A | Class B | Class C | Class I | |||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.20% | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds) 1 |
None | 5.00% | 1.00% | None | ||||||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None | None | None | None | ||||||||||||
Exchange Fee | None | None | None | None | ||||||||||||
Annual Low Balance Account Fee (for accounts under $1,000) 2 | $15 | $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 B | Class C | Class I | |||||||||||||
Management Fees | 0.46% | 0.46% | 0.46% | 0.46% | ||||||||||||
Distribution and/or Service (12b-1) Fees | 0.20% | 0.95% | 0.75% | 0.00% | ||||||||||||
Total Other Expenses: | 0.11% | 0.12% | 0.11% | 0.09% | ||||||||||||
Interest and Related Expenses from Inverse Floaters |
0.01% | 0.01% | 0.01% | 0.01% | ||||||||||||
Other Expenses 3 |
0.10% | 0.11% | 0.10% | 0.08% | ||||||||||||
Total Annual Fund Operating Expenses | 0.77% | 1.53% | 1.32% | 0.55% |
1 | The contingent deferred sales charge ( CDSC ) on Class B shares declines over a six-year period from purchase. The CDSC 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: accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses have been restated to reflect current contractual fees. |
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 and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Redemption | No Redemption | |||||||||||||||||||||||||||||||||||
A | B | C | I | A | B | C | I | |||||||||||||||||||||||||||||
1 Year | $ | 495 | $ | 556 | $ | 134 | $ | 56 | $ | 495 | $ | 156 | $ | 134 | $ | 56 | ||||||||||||||||||||
3 Years | $ | 656 | $ | 783 | $ | 418 | $ | 176 | $ | 656 | $ | 483 | $ | 418 | $ | 176 | ||||||||||||||||||||
5 Years | $ | 830 | $ | 934 | $ | 723 | $ | 307 | $ | 830 | $ | 834 | $ | 723 | $ | 307 | ||||||||||||||||||||
10 Years | $ | 1,334 | $ | 1,618 | $ | 1,590 | $ | 689 | $ | 1,334 | $ | 1,618 | $ | 1,590 | $ | 689 |
2
Section 1 Fund Summaries
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 18% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest that is exempt from regular federal personal income tax. The Fund may invest without limit in securities that generate income subject to the alternative minimum tax. The Fund is a long-term bond fund and, as such, will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity of greater than 10 years.
Under normal market conditions, the Fund invests at least 80% of its net assets in investment grade municipal bonds rated BBB/Baa or higher at the time of purchase by at least one independent rating agency, or, if unrated, judged by the Funds sub-adviser to be of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade municipal bonds, commonly referred to as high yield or junk bonds.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Fund may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Fund may invest up to 15% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates ( inverse floaters ). Inverse floaters are derivative securities that provide leveraged exposure to underlying municipal bonds. The Funds investments in inverse floaters are designed to increase the Funds income and returns through this leveraged exposure. These investments are speculative, however, and also create the possibility that income and returns will be diminished.
The Funds sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Principal Risks
The price and yield of 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:
Alternative Minimum Tax Risk The Fund has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.
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. Also, the Funds investments in inverse floaters will increase the Funds credit risk.
High Yield Securities Risk High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid, and have more volatile prices than investment grade securities.
Section 1 Fund Summaries
3
Income Risk The Funds income could decline during periods of falling interest rates. Also, if the Fund invests in inverse floaters, the Funds income may decrease if short-term interest rates rise.
Interest Rate Risk Interest rate risk is the risk that the value of the Funds portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities. Interest rate risk may be increased by the Funds investment in inverse floaters because of the leveraged nature of these investments.
Inverse Floaters Risk The use of inverse floaters by the Fund creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Fund could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Fund on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Market Risk The market values of the Funds investments may decline, at times sharply and unpredictably.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Political and Economic Risks The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Tax Risk Income from municipal bonds held by the Fund could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. In addition, a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Fund Performance
The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/MutualFunds/PricingPerformance/Performance.aspx or by calling (800) 257-8787.
4
Section 1 Fund Summaries
The bar chart below shows the variability of the Funds performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.
Class A Annual Total Return*
* | Class A year-to-date total return as of June 30, 2012 was 6.53%. |
During the ten-year period ended December 31, 2011, the Funds highest and lowest quarterly returns were 11.69% and -8.04%, respectively, for the quarters ended September 30, 2009 and December 31, 2008.
The table below shows the variability of the Funds average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here.
Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.
Average Annual Total Returns
for the Periods Ended December 31, 2011 |
||||||||||||
1 Year | 5 Years | 10 Years | ||||||||||
Class A (return before taxes) | 8.27 | % | 4.21 | % | 4.78 | % | ||||||
Class A (return after taxes on distributions) |
8.26 | % | 4.21 | % | 4.78 | % | ||||||
Class A (return after taxes on distributions and sale of Fund shares) |
7.23 | % | 4.27 | % | 4.78 | % | ||||||
Class B (return before taxes) | 8.16 | % | 4.14 | % | 4.62 | % | ||||||
Class C (return before taxes) | 12.39 | % | 4.52 | % | 4.66 | % | ||||||
Class I (return before taxes) | 13.17 | % | 5.30 | % | 5.44 | % | ||||||
Standard & Poors (S&P) Municipal Bond Index (reflects no deduction for fees, expenses or taxes) | 10.62 | % | 4.86 | % | 5.35 | % | ||||||
Lipper General Municipal Debt Funds Classification Average (reflects no deduction for taxes or
certain expenses) |
10.56 | % | 3.71 | % | 4.36 | % |
Section 1 Fund Summaries
5
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Managers
Name |
Title |
Portfolio Manager of Fund Since |
||
John V. Miller, CFA | Managing Director and Co-Head of Fixed Income |
December 2010 |
||
Douglas J. White, CFA | Senior Vice President | January 2011 |
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. Class B shares are available only through exchanges and dividend reinvestments by current Class B shareholders. 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 |
Available only through fee-based programs 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 certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Fund intends to make distributions that are exempt from regular federal income tax. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes.
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.
6
Section 1 Fund Summaries
Investment Objective
The investment objective of the Fund is to provide after-tax total return, protected from inflation, through a combination of federally tax-exempt income and inflation-linked investments.
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 40 of the Funds prospectus, How to Reduce Your Sales Charge on page 43 of the prospectus and Purchase and Redemption of Fund Shares on page S-68 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) | 3.00% | 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 | 0.48% | 0.48% | 0.48% | |||||||||
Distribution and/or Service (12b-1) Fees | 0.20% | 0.75% | 0.00% | |||||||||
Other Expenses 3 | 0.77% | 0.79% | 0.73% | |||||||||
Total Annual Fund Operating Expenses | 1.45% | 2.02% | 1.21% | |||||||||
Fee Waivers and/or Expense Reimbursements 4 | (0.67)% | (0.69)% | (0.63)% | |||||||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.78% | 1.33% | 0.58% |
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: accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses have been restated to reflect current contractual fees. |
4 | The Funds investment adviser has agreed to waive fees and/or reimburse expenses through August 31, 2013 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 and extraordinary expenses) do not exceed 0.60% (1.05% after August 31, 2013) of the average daily net assets of any class of Fund shares. The expense limitation expiring August 31, 2013 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund. |
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 and that the Funds operating expenses are at the applicable expense limitation. 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 | $ | 377 | $ | 135 | $ | 59 | $ | 377 | $ | 135 | $ | 59 | ||||||||||||||||
3 Years | $ | 635 | $ | 516 | $ | 283 | $ | 635 | $ | 516 | $ | 283 | ||||||||||||||||
5 Years | $ | 913 | $ | 922 | $ | 525 | $ | 913 | $ | 922 | $ | 525 | ||||||||||||||||
10 Years | $ | 1,705 | $ | 2,057 | $ | 1,219 | $ | 1,705 | $ | 2,057 | $ | 1,219 |
Section 1 Fund Summaries
7
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest that is exempt from regular federal personal income tax. The Fund may invest without limit in securities that generate income subject to the alternative minimum tax. The Fund generally invests in intermediate and long-term bonds with a duration of between two and ten years, and generally intends to maintain the weighted average duration of its municipal bond portfolio within a defined intermediate-term range (currently, between four and seven years) over time.
Under normal market conditions, the Fund invests at least 80% of its net assets in investment grade municipal bonds rated BBB/Baa or higher at the time of purchase by at least one independent rating agency, or, if unrated, judged by the Funds sub-adviser to be of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade municipal bonds, commonly referred to as high yield or junk bonds.
The Fund seeks to protect investors from inflation in two ways. First, as with other municipal bond funds, a portion of the Funds current yield compensates an investor for current inflation expectations. Second, the Fund seeks to mitigate the effect that subsequent increases in inflation expectations may have on the purchasing power of the Fund by investing in inflation-linked instruments, such as Consumer Price Index (CPI) swaps, in amounts sufficient to approximate the duration characteristics of the Funds underlying municipal bond portfolio.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Fund may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Funds sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Principal Risks
The price and yield of 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:
Alternative Minimum Tax Risk The Fund has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.
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.
Declining Inflation Risk The Funds inflation-hedging strategy primarily involves the use of CPI swaps. The Fund will benefit from a CPI swap if actual inflation during the swaps period is greater than the level of inflation expected for that period at the time the swap was initiated. However, if actual inflation turns out to be less than expected, the Fund will lose money on the swap. In such circumstances, the Fund will underperform an otherwise identical municipal bond fund that had not utilized such inflation hedges.
8
Section 1 Fund Summaries
High Yield Securities Risk High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid, and have more volatile prices than investment grade securities.
Income Risk The Funds income could decline during periods of falling interest rates.
Inflation-Linked Instruments Risk The returns of CPI swaps or other inflation-linked instruments reflect a specified index of inflation. There can be no assurance that the inflation index used will accurately measure either the actual future rate of inflation or the rate of expected future inflation reflected in the prices and yields of municipal bonds. As a result, the Funds inflation-hedging strategy may not perform as expected. CPI swaps may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions and could result in losses that significantly exceed the Funds original investment. CPI swaps create leverage, which may cause the Funds net asset value and returns to be more volatile than they would be if the Fund had not used swaps. CPI swaps also expose the Fund to counterparty risk, which is the risk that the swap counterparty will not fulfill its contractual obligations.
Interest Rate Risk Interest rate risk is the risk that the value of the Funds portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities.
Market Risk The market values of the Funds investments may decline, at times sharply and unpredictably.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Non-Diversification Risk As a non-diversified fund, the Fund may invest a larger portion of its assets in the securities of a limited number of issuers and may be more sensitive to any single economic, political or regulatory occurrence than a diversified fund.
Political and Economic Risks The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Regulatory Risk The Fund is presently exempt from regulation by the Commodity Futures Trading Commission ( CFTC ). However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, may subject the Fund to regulation by the CFTC and impose on it additional disclosure, reporting and recordkeeping obligations. Compliance with these additional obligations 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.
Tax Risk Income from municipal bonds held by the Fund could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. In addition, a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Fund Performance
Fund performance is not included in this prospectus because the Fund has not been in existence for a full calendar year.
Section 1 Fund Summaries
9
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Managers
Name |
Title |
Portfolio Manager of Fund Since |
||
Douglas M. Baker, CFA | Senior Vice President | April 2011 | ||
Daniel J. Close, CFA | Senior Vice President | April 2011 |
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 |
Available only through fee-based programs 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 certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Fund intends to make distributions that are exempt from regular federal income tax. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes.
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.
10
Section 1 Fund Summaries
Investment Objective
The investment objective of the Fund is to provide you with as high a level of current interest income exempt from regular federal income taxes as is consistent with preservation of capital.
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 40 of the Funds prospectus, How to Reduce Your Sales Charge on page 43 of the prospectus and Purchase and Redemption of Fund Shares on page S-68 of the Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
Class A | Class B | Class C | Class I | |||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 3.00% | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds) 1 |
None | 5.00% | 1.00% | None | ||||||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None | None | None | None | ||||||||||||
Exchange Fee | None | None | None | None | ||||||||||||
Annual Low Balance Account Fee (for accounts under $1,000) 2 | $15 | $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 B | Class C | Class I | |||||||||||||
Management Fees | 0.43% | 0.43% | 0.43% | 0.43% | ||||||||||||
Distribution and/or Service (12b-1) Fees | 0.20% | 0.95% | 0.75% | 0.00% | ||||||||||||
Other Expenses 3 | 0.08% | 0.08% | 0.08% | 0.08% | ||||||||||||
Total Annual Fund Operating Expenses | 0.71% | 1.46% | 1.26% | 0.51% |
1 | The contingent deferred sales charge ( CDSC ) on Class B shares declines over a six-year period from purchase. The CDSC 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: accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses have been restated to reflect current contractual fees. |
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 and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Redemption | No Redemption | |||||||||||||||||||||||||||||||||||
A | B | C | I | A | B | C | I | |||||||||||||||||||||||||||||
1 Year | $ | 370 | $ | 549 | $ | 128 | $ | 52 | $ | 370 | $ | 149 | $ | 128 | $ | 52 | ||||||||||||||||||||
3 Years | $ | 520 | $ | 762 | $ | 400 | $ | 164 | $ | 520 | $ | 462 | $ | 400 | $ | 164 | ||||||||||||||||||||
5 Years | $ | 683 | $ | 897 | $ | 692 | $ | 285 | $ | 683 | $ | 797 | $ | 692 | $ | 285 | ||||||||||||||||||||
10 Years | $ | 1,156 | $ | 1,543 | $ | 1,523 | $ | 640 | $ | 1,156 | $ | 1,543 | $ | 1,523 | $ | 640 |
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
Section 1 Fund Summaries
11
are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 10% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest that is exempt from regular federal personal income tax. The Fund may invest without limit in securities that generate income subject to the alternative minimum tax. The Funds sub-adviser generally intends to maintain the Funds weighted average portfolio duration within a defined range, currently between 4.5 and seven years.
Under normal market conditions, the Fund invests at least 80% of its net assets in investment grade municipal bonds rated BBB/Baa or higher at the time of purchase by at least one independent rating agency, or, if unrated, judged by the Funds sub-adviser to be of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade municipal bonds, commonly referred to as high yield or junk bonds.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Fund may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Fund may invest up to 15% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates ( inverse floaters ). Inverse floaters are derivative securities that provide leveraged exposure to underlying municipal bonds. The Funds investments in inverse floaters are designed to increase the Funds income and returns through this leveraged exposure. These investments are speculative, however, and also create the possibility that income and returns will be diminished.
The Funds sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Principal Risks
The price and yield of 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:
Alternative Minimum Tax Risk The Fund has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.
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. Also, the Funds investments in inverse floaters will increase the Funds credit risk.
High Yield Securities Risk High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid, and have more volatile prices than investment grade securities.
Income Risk The Funds income could decline during periods of falling interest rates. Also, if the Fund invests in inverse floaters, the Funds income may decrease if short-term interest rates rise.
12
Section 1 Fund Summaries
Interest Rate Risk Interest rate risk is the risk that the value of the Funds portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities. Interest rate risk may be increased by the Funds investment in inverse floaters because of the leveraged nature of these investments.
Inverse Floaters Risk The use of inverse floaters by the Fund creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Fund could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Fund on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Market Risk The market values of the Funds investments may decline, at times sharply and unpredictably.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Political and Economic Risks The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Tax Risk Income from municipal bonds held by the Fund could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. In addition, a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Fund Performance
The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/MutualFunds/PricingPerformance/Performance.aspx or by calling (800) 257-8787.
Section 1 Fund Summaries
13
The bar chart below shows the variability of the Funds performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.
Class A Annual Total Return*
* | Class A year-to-date total return as of June 30, 2012 was 3.02%. |
During the ten-year period ended December 31, 2011, the Funds highest and lowest quarterly returns were 6.39% and -2.59%, respectively, for the quarters ended September 30, 2009 and December 31, 2010.
The table below shows the variability of the Funds average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here.
Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.
Average Annual Total Returns
for the Periods Ended December 31, 2011 |
||||||||||||
1 Year | 5 Years | 10 Years | ||||||||||
Class A (return before taxes) | 4.61 | % | 3.66 | % | 3.99 | % | ||||||
Class A (return after taxes on distributions) | 4.58 | % | 3.64 | % | 3.91 | % | ||||||
Class A (return after taxes on distributions and sale of Fund shares) |
4.32 | % | 3.66 | % | 3.95 | % | ||||||
Class B (return before taxes) | 3.00 | % | 3.33 | % | 3.70 | % | ||||||
Class C (return before taxes) | 7.22 | % | 3.74 | % | 3.75 | % | ||||||
Class I (return before taxes) | 8.02 | % | 4.49 | % | 4.52 | % | ||||||
Standard & Poors (S&P) Municipal Bond Intermediate Index (reflects no deduction for fees, expenses or taxes) | 10.16 | % | 5.96 | % | 5.57 | % | ||||||
Lipper Intermediate Municipal Debt Funds Classification Average (reflects no deduction for taxes or certain expenses) | 8.60 | % | 4.48 | % | 4.29 | % |
14
Section 1 Fund Summaries
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Manager
Name |
Title |
Portfolio Manager of Fund Since |
||
Paul L. Brennan, CFA | Senior Vice President | 2007 |
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. Class B shares are available only through exchanges and dividend reinvestments by current Class B shareholders. 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 |
Available only through fee-based programs 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 certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Fund intends to make distributions that are exempt from regular federal income tax. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes.
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
15
Investment Objective
The investment objective of the Fund is to provide you with as high a level of current interest income exempt from regular federal income taxes as is consistent with preservation of capital.
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 40 of the Funds prospectus, How to Reduce Your Sales Charge on page 43 of the prospectus and Purchase and Redemption of Fund Shares on page S-68 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) | 2.50% | 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 | 0.38% | 0.38% | 0.38% | |||||||||
Distribution and/or Service (12b-1) Fees | 0.20% | 0.55% | 0.00% | |||||||||
Other Expenses 3 | 0.07% | 0.07% | 0.07% | |||||||||
Total Annual Fund Operating Expenses | 0.65% | 1.00% | 0.45% |
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: accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses have been restated to reflect current contractual fees. |
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 and that the Funds operating expenses remain the same. 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 | $ | 315 | $ | 102 | $ | 46 | $ | 315 | $ | 102 | $ | 46 | ||||||||||||||||
3 Years | $ | 453 | $ | 318 | $ | 144 | $ | 453 | $ | 318 | $ | 144 | ||||||||||||||||
5 Years | $ | 603 | $ | 552 | $ | 252 | $ | 603 | $ | 552 | $ | 252 | ||||||||||||||||
10 Years | $ | 1,040 | $ | 1,225 | $ | 567 | $ | 1,040 | $ | 1,225 | $ | 567 |
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
16
Section 1 Fund Summaries
are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 12% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest that is exempt from regular federal personal income tax. The Fund may invest without limit in securities that generate income subject to the alternative minimum tax. The Fund generally invests in bonds with short-to intermediate-term maturities. The Fund will attempt to maintain the weighted average maturity of its portfolio securities at three to seven years under normal market conditions.
Under normal market conditions, the Fund invests at least 80% of its net assets in investment grade municipal bonds rated BBB/Baa or higher at the time of purchase by at least one independent rating agency, or, if unrated, judged by the Funds sub-adviser to be of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade municipal bonds, commonly referred to as high yield or junk bonds.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Fund may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Fund may invest up to 15% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates ( inverse floaters ). Inverse floaters are derivative securities that provide leveraged exposure to underlying municipal bonds. The Funds investments in inverse floaters are designed to increase the Funds income and returns through this leveraged exposure. These investments are speculative, however, and also create the possibility that income and returns will be diminished.
The Funds sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Principal Risks
The price and yield of 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:
Alternative Minimum Tax Risk The Fund has no limit as to the amount that can be invested in alternative minimum tax bonds. Therefore, all or a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.
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. Also, the Funds investments in inverse floaters will increase the Funds credit risk.
High Yield Securities Risk High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid, and have more volatile prices than investment grade securities.
Income Risk The Funds income could decline during periods of falling interest rates. Also, if the Fund invests in inverse floaters, the Funds income may decrease if short-term interest rates rise.
Interest Rate Risk Interest rate risk is the risk that the value of the Funds portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities. Interest rate risk may be increased by the Funds investment in inverse floaters because of the leveraged nature of these investments.
Section 1 Fund Summaries
17
Inverse Floaters Risk The use of inverse floaters by the Fund creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Fund could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Fund on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Market Risk The market values of the Funds investments may decline, at times sharply and unpredictably.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Political and Economic Risks The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Tax Risk Income from municipal bonds held by the Fund could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. In addition, a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Fund Performance
The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/MutualFunds/PricingPerformance/Performance.aspx or by calling (800) 257-8787.
The bar chart below shows the variability of the Funds performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.
Class A Annual Total Return*
* | Class A year-to-date total return as of June 30, 2012 was 1.59%. |
18
Section 1 Fund Summaries
During the ten-year period ended December 31, 2011, the Funds highest and lowest quarterly returns were 3.81% and -1.76%, respectively, for the quarters ended September 30, 2009 and June 30, 2004.
The table below shows the variability of the Funds average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here.
Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.
Average Annual Total Returns
for the Periods Ended December 31, 2011 |
||||||||||||
1 Year | 5 Years | 10 Years | ||||||||||
Class A (return before taxes) | 3.54 | % | 3.75 | % | 3.64 | % | ||||||
Class A (return after taxes on distributions) | 3.54 | % | 3.75 | % | 3.64 | % | ||||||
Class A (return after taxes on distributions and sale of Fund shares) |
3.20 | % | 3.66 | % | 3.60 | % | ||||||
Class C (return before taxes) | 5.81 | % | 3.90 | % | 3.53 | % | ||||||
Class I (return before taxes) | 6.34 | % | 4.48 | % | 4.09 | % | ||||||
Standard & Poors (S&P) Municipal Bond Short Intermediate Index (reflects no deduction for fees, expenses or taxes) | 5.84 | % | 5.02 | % | 4.46 | % | ||||||
Lipper Short-Intermediate Municipal Debt Funds Classification Average (reflects no deduction for taxes or certain expenses) | 4.89 | % | 3.77 | % | 3.81 | % |
Section 1 Fund Summaries
19
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Manager
Name |
Title |
Portfolio Manager of Fund Since |
||
Paul L. Brennan, CFA | Senior Vice President | 2006 |
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 |
Available only through fee-based programs 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 certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Fund intends to make distributions that are exempt from regular federal income tax. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes.
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.
20
Section 1 Fund Summaries
Investment Objective
The investment objective of the Fund is to provide current income that is exempt from federal income tax to the extent consistent with preservation of capital.
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 40 of the Funds prospectus, How to Reduce Your Sales Charge on page 43 of the prospectus and Purchase and Redemption of Fund Shares on page S-68 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) | 2.50% | 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 4 | Class I | ||||||||||
Management Fees | 0.44% | 0.44% | 0.44% | |||||||||
Distribution and/or Service (12b-1) Fees | 0.20% | 0.55% | 0.00% | |||||||||
Other Expenses 3 | 0.07% | 0.06% | 0.07% | |||||||||
Total Annual Fund Operating Expenses | 0.71% | 1.05% | 0.51% |
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: accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA). |
3 | Other Expenses have been restated to reflect current contractual fees. |
4 | For the period August 31, 2011 (commencement of operations) through April 30, 2012. |
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 and that the Funds operating expenses remain the same. 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 | $ | 321 | $ | 107 | $ | 52 | $ | 321 | $ | 107 | $ | 52 | ||||||||||||||||
3 Years | $ | 471 | $ | 334 | $ | 164 | $ | 471 | $ | 334 | $ | 164 | ||||||||||||||||
5 Years | $ | 635 | $ | 579 | $ | 285 | $ | 635 | $ | 579 | $ | 285 | ||||||||||||||||
10 Years | $ | 1,110 | $ | 1,283 | $ | 640 | $ | 1,110 | $ | 1,283 | $ | 640 |
Section 1 Fund Summaries
21
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 39% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, as a fundamental policy, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities that pay interest that is exempt from federal income tax, including the federal alternative minimum tax. The Fund normally may invest up to 20% of its net assets in taxable obligations, including obligations the interest on which is subject to the federal alternative minimum tax. The Fund will attempt to maintain the weighted average maturity of its portfolio securities at three years or less under normal market conditions.
The Fund invests mainly in securities that, at the time of purchase, are either rated investment grade or are unrated and determined to be of comparable quality by the Funds sub-adviser. However, the Fund may invest up to 20% of its total assets in securities that, at the time of purchase, are rated lower than investment grade or are unrated and of comparable quality (securities commonly referred to as high yield securities or junk bonds). If the rating of a security is reduced or discontinued after purchase, the Fund is not required to sell the security, but may consider doing so.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds and participation interests in municipal leases. The Fund may invest in zero coupon bonds, which are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature.
The Fund may invest up to 15% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates ( inverse floaters ). Inverse floaters are derivative securities that provide leveraged exposure to underlying municipal bonds. The Funds investments in inverse floaters are designed to increase the Funds income and returns through this leveraged exposure. These investments are speculative, however, and also create the possibility that income and returns will be diminished.
The Fund may utilize futures contracts and options on futures contracts in an attempt to manage market risk, credit risk and yield curve risk, and to manage the effective maturity or duration of securities in the Funds portfolio. The Fund may not use such instruments to gain exposure to a security or type of security that it would be prohibited by its investment restrictions from purchasing directly.
The Funds sub-adviser uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer above-average total return. The sub-adviser may choose to sell municipal bonds with deteriorating credit or limited upside potential compared to other available bonds.
Principal Risks
The price and yield of 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:
Alternative Minimum Tax Risk The Fund may invest up to 20% of its net assets in alternative minimum tax bonds. To the extent that the Fund invests in such bonds, that portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Call Risk If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.
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. Also, the Funds investments in inverse floaters will increase the Funds credit risk.
22
Section 1 Fund Summaries
Futures Contract Risk The use of futures contracts involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Futures contracts may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in futures contracts could have a large impact on performance.
High Yield Securities Risk High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid, and have more volatile prices than investment grade securities.
Income Risk The Funds income could decline during periods of falling interest rates. Also, if the Fund invests in inverse floaters, the Funds income may decrease if short-term interest rates rise.
Interest Rate Risk Interest rate risk is the risk that the value of the Funds portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities. Interest rate risk may be increased by the Funds investment in inverse floaters because of the leveraged nature of these investments.
Inverse Floaters Risk The use of inverse floaters by the Fund creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Fund could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Fund on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Market Risk The market values of the Funds investments may decline, at times sharply and unpredictably.
Municipal Lease Obligations Risk Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body.
Political and Economic Risks The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers.
Tax Risk Income from municipal bonds held by the Fund could be declared taxable because of, among other things, unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. In addition, a portion of the Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
Zero Coupon Bonds Risk Zero coupon bonds do not pay interest on a current basis and may be highly volatile as interest rates rise or fall. In addition, while such bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Fund Performance
The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/MutualFunds/PricingPerformance/Performance.aspx or by calling (800) 257-8787.
Section 1 Fund Summaries
23
The bar chart below shows the variability of the Funds performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.
Class A Annual Total Return*
* | Class A year-to-date total return as of June 30, 2012 was 1.50%. |
During the nine-year period ended December 31, 2011, the Funds highest and lowest quarterly returns were 2.74% and -1.56%, respectively, for the quarters ended September 30, 2009 and September 30, 2008.
The table below shows the variability of the Funds average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. Previously, the Fund used Barclays 3-Year Municipal Bond Index as its benchmark. Going forward, the Funds performance will be compared to Standard & Poors (S&P) Municipal Bond Short Index because it more closely reflects the Funds investment universe. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for other share classes will vary. Class C shares have not been offered for a full calendar year, and thus do not have any performance to report. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here.
Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.
Average Annual Total Returns
for the Periods Ended December 31, 2011 |
||||||||||||||||
Inception
Date |
1 Year | 5 Years |
Since
Inception |
|||||||||||||
Class A (return before taxes) | 10/25/02 | 1.41 | % | 2.70 | % | 2.47 | % | |||||||||
Class A (return after taxes on distributions) | 1.41 | % | 2.70 | % | 2.46 | % | ||||||||||
Class A (return after taxes on distributions and sale of Fund shares) | 1.58 | % | 2.65 | % | 2.47 | % | ||||||||||
Class I (return before taxes) | 10/25/02 | 4.04 | % | 3.36 | % | 2.90 | % | |||||||||
Standard & Poors (S&P) Municipal Bond Short Index (reflects no deduction for fees, expenses or taxes) | 2.77 | % | 3.75 | % | 3.13 | % | ||||||||||
Barclays 3-Year Municipal Bond Index (reflects no deduction for fees, expenses or taxes) | 3.46 | % | 4.31 | % | 3.51 | % | ||||||||||
Lipper Short Municipal Debt Funds Classification Average (reflects no deduction for taxes or certain expenses) | 2.40 | % | 2.50 | % | 2.29 | % |
24
Section 1 Fund Summaries
Management
Investment Adviser
Nuveen Fund Advisors, Inc.
Sub-Adviser
Nuveen Asset Management, LLC
Portfolio Manager
Name |
Title |
Portfolio Manager of Fund Since |
||
Christopher L. Drahn, CFA | Senior Vice President | October 2002 |
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 |
Available only through fee-based programs 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 certain other categories of eligible investors as described in the prospectus. |
||
Minimum Additional Investment | $100 | No minimum. |
Tax Information
The Fund intends to make distributions that are exempt from regular federal income tax. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes.
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
25
To help you better understand 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 its affiliate, Nuveen Asset Management, LLC ( Nuveen Asset Management ), located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to each Fund. Nuveen Asset Management manages the investment of the Funds assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors.
The portfolio managers for Nuveen All-American Municipal Bond Fund are John V. Miller and Douglas J. White. The portfolio managers for Nuveen Inflation Protected Municipal Bond Fund are Douglas M. Baker and Daniel J. Close. The portfolio manager for Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund is Paul L. Brennan. The portfolio manager for Nuveen Short Term Municipal Bond Fund is Christopher L. Drahn.
|
John V. Miller, CFA, joined Nuveen as a credit analyst in 1996, with three prior years of experience in the municipal market with a private account management firm. Mr. Miller has been Co-Head of Fixed Income since 2011. He manages nine Nuveen-sponsored investment companies, with a total of approximately $10.9 billion under management. |
|
Douglas J. White, CFA, entered the financial services industry in 1983, joined FAF Advisors, Inc. ( FAF ) in 1987, and joined Nuveen Asset Management on January 1, 2011 in connection with the firms acquisition of a portion of FAFs asset management business. He manages five Nuveen-sponsored investment companies, with a total of approximately $3.8 billion under management. |
|
Douglas M. Baker, CFA, manages the derivative overlay group, which is responsible for implementing derivatives-based hedging strategies across Nuveen Asset Managements taxable and tax-exempt fixed-income portfolios. He joined Nuveen in 2006 as a Vice President and Derivatives Analyst, primarily responsible for structuring and |
26
Section 2 How We Manage Your Money
implementing derivatives-based hedging strategies for municipal bond funds, and later that year assumed certain portfolio management duties. Prior to joining Nuveen, he spent three years at Lehman Brothers in institutional fixed income and derivative sales. Mr. Baker received his BS in Finance with honors from the University of Illinois and his MBA in Finance and Economics with honors from The University of Chicago Booth School of Business. He manages investments for three Nuveen-sponsored investment companies, with a total of approximately $1.6 billion under management. |
|
Daniel J. Close, CFA, joined Nuveen in 2000 as a member of the product management and development team, where he was responsible for the oversight and development of the firms mutual fund product line. He then served as a research analyst for Nuveen, covering corporate-backed, energy, transportation and utility credits, and assumed certain portfolio management duties in 2007. He received his BS in Business from Miami University and his MBA from Northwestern Universitys Kellogg School of Management. He manages 26 municipal bond funds with a total of approximately $4.6 billion under management. |
|
Paul L. Brennan, CFA, CPA, became a portfolio manager at Flagship Financial Inc. in 1994, and subsequently became a portfolio manager at Nuveen upon the acquisition of Flagship by Nuveen Investments in 1997. He manages investments for 21 Nuveen-sponsored investment companies, with a total of approximately $10.2 billion under management. |
|
Christopher L. Drahn, CFA, entered the financial services industry with FAF in 1980, and joined Nuveen Asset Management on January 1, 2011 in connection with the firms acquisition of a portion of FAFs asset management business. He manages eight Nuveen-sponsored investment companies, with a total of approximately $2.5 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.
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.
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
All-American Municipal Bond Fund |
Nuveen
Inflation Protected Municipal Bond Fund |
Nuveen
Intermediate Duration Municipal Bond Fund |
Nuveen
Limited Term Municipal Bond Fund |
Nuveen
Short Term
|
|||||||||||||||
For the first $125 million | 0.3000 | % | 0.3000 | % | 0.3000 | % | 0.2500 | % | 0.2500 | % | ||||||||||
For the next $125 million | 0.2875 | % | 0.2875 | % | 0.2875 | % | 0.2375 | % | 0.2375 | % | ||||||||||
For the next $250 million | 0.2750 | % | 0.2750 | % | 0.2750 | % | 0.2250 | % | 0.2250 | % | ||||||||||
For the next $500 million | 0.2625 | % | 0.2625 | % | 0.2625 | % | 0.2125 | % | 0.2125 | % | ||||||||||
For the next $1 billion | 0.2500 | % | 0.2500 | % | 0.2500 | % | 0.2000 | % | 0.2000 | % | ||||||||||
For net assets over $2 billion | | 0.2250 | % | | | 0.1750 | % | |||||||||||||
For the next $3 billion | 0.2250 | % | | 0.2250 | % | 0.1750 | % | | ||||||||||||
For net assets over $5 billion | 0.2125 | % | | 0.2125 | % | 0.1625 | % | |
Section 2 How We Manage Your Money
27
The overall complex-level fee 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. Nuveen Inflation Protected Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund pay the overall complex-level fee rate. Nuveen All-American Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Short Term Municipal Bond Funds complex-level fee rate is determined by taking the current overall complex-level fee rate and making, as appropriate, an upward adjustment to that rate based upon the percentage of each Funds assets that are not eligible assets. The maximum management fee rate for each Fund is the Fund-level fee plus 0.2000%. As of June 30, 2012, the Funds effective complex-level fee rates were as follows:
Complex-Level
Fee Rate |
||||
Nuveen All-American Municipal Bond Fund | 0.1775 | % | ||
Nuveen Inflation Protected Municipal Bond Fund | 0.1731 | % | ||
Nuveen Intermediate Duration Municipal Bond Fund | 0.1779 | % | ||
Nuveen Limited Term Municipal Bond Fund | 0.1731 | % | ||
Nuveen Short Term Municipal Bond Fund | 0.1943 | % |
For the most recent fiscal year, each Fund paid Nuveen Fund Advisors the following management fees (net of fee waivers and expense reimbursements, where applicable) as a percentage of average daily net assets:
Nuveen All-American Municipal Bond Fund | 0.46 | % | ||
Nuveen Inflation Protected Municipal Bond Fund | | * | ||
Nuveen Intermediate Duration Municipal Bond Fund | 0.43 | % | ||
Nuveen Limited Term Municipal Bond Fund | 0.38 | % | ||
Nuveen Short Term Municipal Bond Fund | 0.44 | % |
* | For the most recent fiscal year, Nuveen Fund Advisors waived fees and reimbursed expenses in excess of management fees paid. |
Nuveen Fund Advisors has agreed to waive fees 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, and extraordinary expenses) for Nuveen Inflation Protected Municipal Bond Fund do not exceed 0.60% through August 31, 2013, and 1.05% thereafter, of the average daily net assets of any class of Fund shares. The expense limitation expiring August 31, 2013 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund.
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 and extraordinary expenses) for Nuveen Intermediate Duration Municipal Bond Fund do not exceed 0.75% of the average daily net assets of any class of Fund shares. The expense limitation may be terminated or modified only with the approval of shareholders of the Fund.
Nuveen Fund Advisors has agreed to waive fees 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, and extraordinary expenses) for Nuveen Short Term Municipal Bond Fund do not exceed 0.60% through March 31, 2013 of the average daily net assets of any class of Fund shares. The expense limitation expiring March 31, 2013 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund.
28
Section 2 How We Manage Your Money
Information regarding the Board of Directors/Trustees approval of the investment management agreements is available in the Funds annual reports for the fiscal year ended April 30, 2012.
The Funds investment objectives, which are described in the Fund Summaries section, may not be changed without shareholder approval. The Funds investment policies may be changed by the Board of Directors/ 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-adviser 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-adviser uses, or may use, to achieve the Funds objectives. You should be aware that each Fund may also use strategies and invest in securities 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.
Municipal Obligations
States, local governments and municipalities and other issuing authorities issue municipal bonds to raise money for various public purposes such as building public facilities, refinancing outstanding obligations and financing general operating expenses. These bonds include general obligation bonds, which are backed by the full faith and credit of the issuer and may be repaid from any revenue source, and revenue bonds, which may be repaid only from the revenue of a specific facility or source.
The Funds may purchase municipal bonds that represent lease obligations. These carry special risks because the issuer of the bonds may not be obligated to appropriate money annually to make payments under the lease. In order to reduce this risk, the Funds will, in making purchase decisions, take into consideration the issuers incentive to continue making appropriations until maturity.
The municipal securities in which the Funds invest may include refunded bonds and zero coupon bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations. Zero coupon bonds are issued at substantial discounts from their value at maturity and pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value.
The debt obligations in which the Funds invest may have variable, floating, or fixed interest rates.
In evaluating municipal bonds of different credit qualities or maturities, Nuveen Asset Management takes into account the size of yield spreads. Yield spread is the additional return the Funds may earn by taking on additional credit risk or interest rate risk. For example, yields on low quality bonds are higher than yields on high quality bonds because investors must be compensated for incurring the higher credit risk associated with low quality bonds. If yield spreads do not provide adequate compensation for the additional risk associated with low quality bonds, the Funds may buy bonds of relatively higher quality. Similarly, in evaluating bonds of different
Section 2 How We Manage Your Money
29
maturities, Nuveen Asset Management evaluates the comparative yield available on these bonds. If yield spreads on long-term bonds do not compensate the Funds adequately for the additional interest rate risk the Funds must assume, the Funds may buy bonds of relatively shorter maturity. In addition, municipal bonds in a particular industry may provide higher yields relative to their risk compared to bonds in other industries. If that occurs, the Funds may buy more bonds from issuers in that industry.
Credit Quality
The Funds have investment strategies requiring them to invest in municipal bonds that have received a particular rating from a rating service, such as Moodys or Standard & Poors. Any reference in this prospectus to a specific rating encompasses all gradations of that rating. For example, if the prospectus says that a Fund may invest in securities rated as low as B, the Fund may invest in securities rated B-. Municipal bonds that are rated below investment grade (BB/Ba or lower) are commonly referred to as high yield or junk bonds. High yield bonds typically offer higher yields than investment grade bonds with similar maturities but involve greater risks, including the possibility of default or bankruptcy, and increased market price volatility.
Portfolio Maturity and Duration
Maturity measures the time until a bond makes its final payment. Each Fund buys municipal bonds with different maturities in pursuit of its investment objective, but will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity within a defined range. Nuveen Short Term Municipal Bond Fund will attempt to maintain the weighted average maturity of its portfolio securities at three years or less under normal market conditions. Nuveen Limited Term Municipal Bond Fund will attempt to maintain the weighted average maturity of its portfolio securities at three to seven years under normal market conditions. Nuveen Inflation Protected Municipal Bond Fund will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity of five to fifteen years. Nuveen All-American Municipal Bond Fund will maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity in excess of 10 years.
Duration measures the bonds expected life on a present value basis, taking into account the bonds yield, interest payments and final maturity. Duration is a reasonably accurate measure of a bonds price sensitivity to changes in interest rates. The longer the duration of a bond, the greater the bonds price sensitivity is to changes in interest rates. For example, if a bond has a duration of five years, its value will change by approximately 5% if interest rates change by 1%. Nuveen Intermediate Duration Municipal Bond Fund maintains a weighted average portfolio duration of 3 to 10 years. Nuveen Inflation Protected Municipal Bond Fund generally invests in intermediate and long-term bonds with a duration of between two and ten years. Nuveen Asset Management intends to maintain Nuveen Intermediate Duration Municipal Bond Funds duration within a defined range (currently between 4.5 and 7 years) over time in order to be classified as an intermediate fund and Nuveen Inflation Protected Municipal Bond Funds duration within a defined intermediate-term range (currently between four and seven years) over time.
30
Section 2 How We Manage Your Money
Inverse Floaters
Each Fund, other than Nuveen Inflation Protected Municipal Bond Fund, may invest up to 15% of its net assets in inverse floaters issued in tender option bond ( TOB ) transactions. In a TOB transaction, one or more highly-rated municipal bonds are deposited into a special purpose trust that issues floating rate securities ( floaters ) to outside parties and inverse floaters to long-term investors like the Funds. The floaters pay interest at a rate that is reset periodically (generally weekly) to reflect current short-term tax-exempt interest rates. Holders of the floaters have the right to tender such securities back to the TOB trust for par plus accrued interest (the put option ), typically on seven days notice. Holders of the floaters are paid from the proceeds of a successful remarketing of the floaters or by a liquidity provider in the event of a failed remarketing. The inverse floaters pay interest at a rate equal to (a) the interest accrued on the underlying bonds, minus (b) the sum of the interest payable on the floaters and fees payable in connection with the TOB. Thus, the interest payments on the inverse floaters will vary inversely with the short-term rates paid on the floaters. Holders of the inverse floaters typically have the right to simultaneously (a) cause the holders of the floaters to tender those floaters to the TOB trust at par plus accrued interest and (b) purchase the municipal bonds from the TOB trust.
Because holders of the floaters have the right to tender their securities to the TOB trust at par plus accrued interest, holders of the inverse floaters are exposed to all of the gains or losses on the underlying municipal bonds, despite the fact that their net cash investment is significantly less than the value of those bonds. This multiplies the positive or negative impact of the underlying bonds price movements on the value of the inverse floaters, thereby creating effective leverage. The effective leverage created by any TOB transaction depends on the value of the securities deposited in the TOB trust relative to the value of the floaters it issues. The higher the percentage of the TOB trusts total value represented by the floaters, the greater the effective leverage. For example, if municipal bonds worth $100 are deposited in a TOB trust and the TOB trust issues floaters worth $75 and inverse floaters worth $25, the TOB trust will have a leverage ratio of 3:1 and the inverse floaters will exhibit price movements at a rate that is four times that of the underlying bonds deposited into the trust. If that same TOB trust were to issue only $50 of floaters, the leverage ratio would be 1:1 and the inverse floaters would exhibit price movements at a rate that is only two times that of the underlying bonds.
CPI Swaps and Other Inflation-Linked Instruments
Nuveen Inflation Protected Municipal Bond Fund seeks to hedge inflation risk by investing in inflation-linked instruments, such as Consumer Price Index (CPI) swaps, in amounts sufficient to approximate the duration characteristics of the Funds underlying municipal bond portfolio. A CPI swap is a fixed maturity, over-the-counter derivative in which one party (the Fund) pays to another party (the counterparty) a predetermined fixed annualized rate over the life of the swap and receives in return the realized rate of inflation as measured by the Consumer Price Index for All Urban Consumers Non-Seasonally Adjusted over the life of the swap. The Fund will benefit from a CPI swap if actual inflation during the swaps period is greater than the level of inflation expected for that period at the time the swap was entered into, and conversely the Fund will lose money on a CPI swap if actual inflation turns out to be less than expected.
Section 2 How We Manage Your Money
31
Under certain market conditions, Nuveen Inflation Protected Municipal Bond Fund may invest up to 100% of its net assets in inflation-indexed bonds of varying maturities issued by municipalities to hedge inflation risk and manage swap counterparty exposure.
U.S. Government Securities
Under certain market conditions, Nuveen Inflation Protected Municipal Bond Fund may invest up to 100% of its net assets in inflation-indexed bonds of varying maturities issued by the U.S. Government and its agencies (such as Treasury Inflation Protected Securities (TIPS)) to hedge inflation risk and manage swap counterparty exposure. The Fund may also, for cash management or defensive purposes (such as thinness in the market for municipal bonds or an expected substantial decline in the value of long-term municipal obligations), invest temporarily up to 100% of its net assets in other U.S. Government securities, which include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government, or by various instrumentalities that have been established or sponsored by the U.S. Government. U.S. Treasury obligations are backed by the full faith and credit of the U.S. Government. Securities issued or guaranteed by federal agencies or U.S. Government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. Government. Interest on each such instrument is taxable for federal income tax purposes and would reduce the amount of tax-free interest payable to shareholders of the Fund.
Investment Companies and Other Pooled Investment Vehicles
Nuveen Inflation Protected Municipal Bond Fund may invest up to 10% of its net assets in securities of other open-end or closed-end investment companies, including exchange-traded funds ( ETFs ), that invest primarily in securities of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Fund may invest directly. The Fund 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 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.
As a shareholder in a pooled investment vehicle, the Fund will bear its 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 Fund invests in other pooled investment vehicles. In addition, the Fund will incur brokerage costs when purchasing and selling shares of ETFs. 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.
Short-Term Investments
Under normal market conditions, each Fund, other than Nuveen Short Term Municipal Bond Fund, may invest up to 20% of its net assets in short-term investments except when made for defensive purposes, such as short-term, high quality municipal bonds or tax-exempt money market funds. The Funds
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may invest in short-term, high quality taxable securities or shares of taxable money market funds if suitable short-term municipal bonds or shares of tax-exempt money market funds are not available at reasonable prices and yields. If the Funds invest in taxable securities, they may not be able to achieve their investment objectives.
Each Fund may invest up to 100% of its assets in cash equivalents and short-term investments as a temporary defensive measure in response to adverse market conditions or to keep cash on hand fully invested. During these periods, the weighted average maturity of a Funds investment portfolio may fall below the defined range described in the respective Fund Summary under Principal Investment Strategies and the Fund may not achieve its objective. The Funds do not expect to invest substantial amounts in short-term investments as a defensive measure except under extraordinary circumstances.
For more information on eligible short-term investments, see the statement of additional information.
When-Issued, Delayed-Delivery and Forward Commitment Transactions
Each Fund may enter into contracts to purchase securities for a specified price at a future date later than the normal settlement date.
Municipal forwards pay higher interest rates after settlement than standard bonds to compensate the buyer for bearing market risk but deferring income during the settlement period, and can often be bought at attractive prices and yields. For instance, if a Fund knows that a portfolio bond will, or is likely to, be called or mature on a specific future date, the Fund may buy a forward settling on or about that date to replace the called or maturing bond and lock in a currently attractive interest rate.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio holdings is available in the Funds statement of additional information. Certain portfolio holdings information for 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 approximately five business days following the end of each most recent 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.
Investment Philosophy
Nuveen Asset Management believes that the tax treatment of municipal securities and the structural characteristics in the municipal securities market create opportunities to enhance the after-tax total return and diversification of the investment portfolios of taxable investors. Nuveen Asset Management follows a disciplined, research-driven investment approach to find securities that combine exceptional relative value with above-average return potential.
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Investment Process for the Funds
Nuveen Asset Management believes that a value-oriented investment strategy that seeks to identify underrated and undervalued securities and sectors is positioned to capture the opportunities inherent in the municipal securities market and potentially outperform the general municipal securities market over time. The primary elements of Nuveen Asset Managements investment process are:
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Credit analysis and surveillance |
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Sector analysis |
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Limited industry concentration |
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Trading strategies |
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Sell discipline |
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Yield curve and structural analysis |
Additional Information Regarding the Investment Process for Nuveen Inflation Protected Municipal Bond Fund
Nuveen Inflation Protected Municipal Bond Fund is an actively managed portfolio that aims to provide after-tax total return, protected from inflation, through a combination of federally tax-exempt income, security selection, and inflation-linked investments. In order to achieve its objective, the Fund invests primarily in intermediate duration, tax-exempt municipal bonds and utilizes an inflation-hedging strategy to protect the portfolio against unanticipated increases in inflation.
Nuveen Asset Management seeks to preserve the expected future purchasing power of the Funds underlying municipal bond portfolio by investing in inflation-linked instruments, such as CPI swaps, in amounts sufficient to approximate the duration characteristics of the Funds portfolio. The Fund will benefit from CPI swaps when inflation expectations rise, but will lose money on CPI swaps when inflation expectations fall. Under normal market conditions, the Funds CPI swap overlay will cover the full market value of the Funds underlying municipal bond portfolio.
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
Alternative minimum tax risk: Each Fund, other than Nuveen Short Term Municipal Bond Fund, has no limit as to the amount that can be invested in alternative minimum tax bonds. Nuveen Short Term Municipal Bond Fund may invest up to 20% of its net assets in alternative minimum tax bonds. Therefore, all or a portion of a Funds otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.
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Section 2 How We Manage Your Money
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 Fund 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.
Credit risk: Each Fund is subject to the risk that the issuers of debt securities held by a 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 a Fund to sell. When a Fund purchases unrated securities, it will depend on the sub-advisers analysis of credit risk without the assessment of an independent rating organization, such as Moodys or Standard & Poors. Credit risk may be increased by a Funds investments in inverse floaters because of the leveraged nature of these investments.
Declining inflation risk: Nuveen Inflation Protected Municipal Bond Funds inflation-hedging strategy primarily involves the use of CPI swaps. The Fund will benefit from a CPI swap if actual inflation during the swaps period is greater than the level of inflation expected for that period at the time the swap was initiated. However, if actual inflation turns out to be less than expected, the Fund will lose money on the swap. In such circumstances, the Fund will underperform an otherwise identical municipal bond fund that had not utilized such inflation hedges.
Futures contract risk : The use of futures contracts exposes a Fund to additional risks and transaction costs. Additional risks include the risk that securities prices, index prices, or interest rates will not move in the direction that the sub-adviser anticipates; an imperfect correlation between the price of the futures contract and movements in the prices of the securities being hedged; the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; leverage risk, which is the risk that adverse price movements in a futures contract can result in a loss substantially greater than a Funds initial investment in that futures contract; and the risk that the counterparty will fail to perform its obligations, which could leave a Fund worse off than if it had not entered into the position. If a Fund uses futures contracts and the sub-advisers judgment proves incorrect, the Funds performance could be worse than if it had not used these instruments.
High yield securities risk: Each Fund may invest in high yield securities, which involve more risk than investment grade securities. High yield securities may be more susceptible to real or perceived adverse economic conditions than investment grade securities, and they generally have more volatile prices and carry more risk to principal. In addition, liquidity risk is greater for high yield securities than for investment grade securities.
Income risk: Each Funds income 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 portfolio securities (or portfolio securities that have been called, see Call risk above), in lower-yielding securities. Also, if a
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Fund invests in inverse floaters, whose income payments vary inversely with changes in short-term market rates, the Funds income may decrease if short-term interest rates rise.
Inflation-linked instruments risk: With respect to Nuveen Inflation Protected Municipal Bond Fund, the returns of CPI swaps or inflation-linked securities such as TIPS reflect a specified index of inflation, the Consumer Price Index for All Urban Consumers Non-Seasonally Adjusted (CPI-U NSA). There can be no assurance that the CPI-U NSA will accurately measure either the rate of expected future inflation reflected in the prices and yields of municipal bonds or the actual future rate of inflation. These instruments may lose value if the expected or actual future rate of inflation is greater than the inflation rate as measured by the CPI-U NSA. In addition, inflation-linked instruments are subject to the risk that the CPI-U NSA or other relevant pricing index may be discontinued or fundamentally altered in a materially adverse manner to the interests of an investor in the instruments or substituted with an alternative index. Inflation-linked instruments are subject to the effects of changes in market interest rates caused by factors other than inflation (real interest rates). In general, the price of an inflation-linked instrument tends to decrease when real interest rates increase and increase when real interest rates decrease. Interest payments on inflation-linked instruments are unpredictable and will fluctuate as the principal and/or interest are adjusted for inflation. Any increase in the principal amount of an inflation-linked instrument other than a CPI swap may be considered taxable ordinary income, even though Nuveen Inflation Protected Municipal Bond Fund will not receive the principal until maturity.
Swaps may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions and could result in losses that significantly exceed the Funds original investment. Swaps expose the Fund to counterparty risk (i.e., the risk that the swap counterparty will not fulfill its contractual obligations) and to the credit risk of the swap counterparty. The Funds transactions in swaps and other inflation-linked instruments could also affect the amount, timing and character of distributions to shareholders, thereby resulting in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Funds after-tax return.
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. Interest rate risk may be increased by a Funds investment in inverse floaters and forward commitments because of the leveraged nature of these investments.
Inverse floaters risk: Each Fund, other than Nuveen Inflation Protected Municipal Bond Fund, may invest in inverse floaters. The use of inverse floaters by a Fund creates effective leverage. Due to the leveraged nature of these investments, the value of an inverse floater will increase and decrease to a significantly greater extent than the values of the TOB trusts underlying municipal bonds in responses to changes in market interest rates or credit quality. An investment in inverse floaters typically will involve greater risk than an investment in a fixed rate municipal bond, including, in the case of recourse inverse floaters (discussed below), the risk that a Fund may lose more than its original principal investment.
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Section 2 How We Manage Your Money
Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to a Fund on its inverse floaters will be reduced or even eliminated as short-term municipal interest rates rise and will increase when short-term municipal interest rates fall. The greater the amount of floaters sold by a TOB trust relative to the inverse floaters (i.e., the greater the effective leverage of the inverse floaters), the more volatile the distributions on the inverse floaters will be. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.
Each Fund, other than Nuveen Inflation Protected Municipal Bond Fund, may invest in recourse inverse floaters. With such an investment, the Fund will be required to reimburse the liquidity provider of a TOB trust for any shortfall between the outstanding amount of any floaters and the value of the municipal bonds in the TOB trust in the event the floaters cannot be successfully remarketed, which could cause the Fund to lose money in excess of its investment.
A TOB trust may be terminated without a Funds consent upon the occurrence of certain events, such as the bankruptcy or default of the issuer of the securities in the trust. If that happens, the floaters will be redeemed at par (plus accrued interest) out of the proceeds from the sale of securities in the TOB trust, and the Fund will be entitled to the remaining proceeds, if any. Thus, if there is a decrease in the value of the securities held in the TOB trust, the Fund may lose some or all of the principal amount of its investment in the inverse floaters. As noted above, in the case of recourse inverse floaters, the Fund could lose money in excess of its investment.
Market risk: The market values of the Funds investments may decline, at times sharply and unpredictably. Market values of debt securities are affected by a number of different factors, including changes in interest rates, the credit quality of bond issuers, and general economic and market conditions.
Municipal lease obligations risk: The Funds may purchase participation interests in municipal leases. These are undivided interests in a lease, installment purchase contract, or conditional sale contract entered into by a state or local government unit to acquire equipment or facilities. Participation interests in municipal leases pose special risks because many leases and contracts contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body. Although these kinds of obligations are secured by the leased equipment or facilities, it might be difficult and time consuming to dispose of the equipment or facilities in the event of non-appropriation, and the Fund might not recover the full principal amount of the obligation.
Non-diversification risk: Nuveen Inflation Protected Municipal Bond Fund is non-diversified. A non-diversified fund may invest a larger portion of its assets in a fewer number of issuers than a diversified fund. Because a relatively high percentage of the Funds assets may be invested in the securities of a limited number of issuers, the Funds portfolio may be more susceptible to any single economic, political or regulatory occurrence than the portfolio of a diversified fund.
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Political and economic risks : The values of municipal securities may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. Other factors that could affect municipal securities include a change in the local, state, or national economy, demographic factors, ecological or environmental concerns, statutory limitations on the issuers ability to increase taxes, and other developments generally affecting the revenue of issuers (for example, legislation or court decisions reducing state aid to local governments or mandating additional services).
Regulatory risk: The Funds are presently exempt from regulation by the CFTC. However, the CFTC has recently adopted amendments to its rules, which, upon their compliance dates, may subject Nuveen Inflation Protected Municipal Bond Fund to regulation by the CFTC and impose on it additional disclosure, reporting and recordkeeping obligations. Compliance with these additional obligations may increase that Funds expenses. Certain of the rules that would apply to a Fund if it becomes subject to CFTC regulation have not yet been adopted, and it is unclear what effect such rules would have on a Fund if they are adopted.
Tax risk: Income from municipal bonds held by a Fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant conduct of a bond issuer. On September 12, 2011, President Obama submitted to Congress the American Jobs Act of 2011 (the Jobs Act ). If enacted in its proposed form, the Jobs Act generally would limit the exclusion from gross income of tax-exempt interest (which includes exempt-interest dividends received from a Fund) for individuals whose adjusted gross income for federal income tax purposes exceeds certain thresholds. Such proposal could affect the value of the municipal bonds owned by a Fund. The likelihood of the Jobs Act being enacted in the form introduced or in some other form cannot be predicted. Shareholders should consult their own tax advisors regarding the potential consequences of the Jobs Act and other proposed or potential legislation on their investment in a Fund.
Zero coupon bonds risk: As interest on zero coupon bonds is not paid on a current basis, the values of the bonds are subject to greater fluctuations than are the value of bonds that distribute income regularly and may be more speculative than such bonds. Accordingly, the values of zero coupon bonds may be highly volatile as interest rates rise or fall. In addition, while zero coupon bonds generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by tax laws.
Other Risks
Borrowing risk: A Fund may borrow for temporary or emergency purposes, including to meet redemption requests, pay dividends, repurchase its shares, or clear portfolio transactions. Borrowing may exaggerate changes in the net asset value of a Funds shares and may affect a Funds net income. When a Fund borrows money, it must pay interest and other fees, which will reduce the Funds returns if such costs exceed the returns on the portfolio securities purchased or retained with such borrowings. Any such borrowings are intended to be temporary. However, under certain market conditions, including periods of low demand or decreased liquidity in the municipal bond market, such borrowings might be outstanding for longer periods of time.
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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.
Small fund risk: Nuveen Inflation Protected Municipal Bond Fund currently has less assets than larger funds, and like other relatively small funds, large inflows and outflows may impact the Funds market exposure for limited periods of time, causing the Funds performance to vary from that of the Funds model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. The Fund has policies in place which seek to reduce the impact of these flows where Nuveen Fund Advisors has prior knowledge of them.
When-issued, delayed-delivery and forward commitment transactions: These transactions involve an additional element of risk because, although a Fund will not have made any cash outlay prior to the settlement date, the value of the security to be purchased may decline before that settlement date.
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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 0.20% 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:
Nuveen All-American Municipal Bond Fund
Amount of Purchase |
Sales Charge as
% of Public Offering Price |
Sales Charge as %
of Net Amount Invested |
Maximum
Financial Intermediary Commission as % of Public Offering Price |
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Less than $50,000 | 4.20 | % | 4.38 | % | 3.70 | % | ||||||
$50,000 but less than $100,000 | 4.00 | 4.18 | 3.50 | |||||||||
$100,000 but less than $250,000 | 3.50 | 3.63 | 3.00 | |||||||||
$250,000 but less than $500,000 | 2.50 | 2.56 | 2.00 | |||||||||
$500,000 but less than $1,000,000 | 2.00 | 2.04 | 1.50 | |||||||||
$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 6 months of purchase, 0.75% if you redeem any of your shares within 12 months of purchase and 0.50% if you redeem any of your shares within 18 months of purchase. See How to Sell SharesContingent Deferred Sales Charge below for more information. |
Nuveen Inflation Protected Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Amount of Purchase |
Sales Charge as
% of Public Offering Price |
Sales Charge as %
of Net Amount Invested |
Maximum
Financial Intermediary Commission as % of Public Offering Price |
|||||||||
Less than $50,000 | 3.00 | % | 3.09 | % | 2.50 | % | ||||||
$50,000 but less than $100,000 | 2.50 | 2.56 | 2.00 | |||||||||
$100,000 but less than $250,000 | 2.00 | 2.04 | 1.50 | |||||||||
$250,000 but less than $500,000 | 1.50 | 1.52 | 1.25 | |||||||||
$500,000 but less than $1,000,000 | 1.25 | 1.27 | 1.00 | |||||||||
$1,000,000 and over* | | | 0.75 |
* | 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 0.75% of the first $2.5 million, plus 0.50% 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 CDSC of 0.75% if you redeem any of your shares within 6 months of purchase, 0.50% if you redeem any of your shares within 12 months of purchase and 0.25% if you redeem any of your shares within 18 months of purchase. See How to Sell SharesContingent Deferred Sales Charge below for more information. |
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Section 3 How You Can Buy and Sell Shares
Nuveen Limited Term Municipal Bond Fund
Nuveen Short Term Municipal Bond Fund
Amount of Purchase |
Sales Charge as %
of Public Offering Price |
Sales Charge as %
of Net Amount Invested |
Maximum
Financial Intermediary Commission as % of Public Offering Price |
|||||||||
Less than $50,000 | 2.50 | % | 2.56 | % | 2.00 | % | ||||||
$50,000 but less than $100,000 | 2.00 | 2.04 | 1.60 | |||||||||
$100,000 but less than $250,000 | 1.50 | 1.52 | 1.20 | |||||||||
$250,000 and over* | | | 0.60 |
* | You can purchase $250,000 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 0.60% of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of the amount over $5 million. Unless you are eligible for a waiver, you may be assessed a CDSC of 0.60% if you redeem any of your shares within 6 months of purchase, 0.50% if you redeem any of your shares within 12 months of purchase and 0.25% if you redeem any of your shares within 18 months of purchase. See How to Sell SharesContingent Deferred Sales Charge below for more information. |
Class B Shares
Nuveen Inflation Protected Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund do not issue Class B shares. Nuveen All-American Municipal Bond Fund and Nuveen Intermediate Duration Municipal Bond Fund will issue Class B shares upon the exchange of Class B shares from another Nuveen Mutual Fund or for purposes of dividend reinvestment, but Class B shares are not available for new accounts or for additional investment into existing accounts.
Class B shares are subject to annual distribution and service fees of 0.95% of your Funds average daily net assets. The annual 0.20% 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 a 4% up-front sales commission, which includes an advance of the first years service fee. The Distributor retains the service and distribution fees on accounts with no financial intermediary of record. If you redeem your shares within six years of purchase, you will normally pay a CDSC as shown in the schedule below. The CDSC is based on your purchase price or redemption proceeds, whichever is lower. You do not pay a CDSC on any Class B shares you purchase by reinvesting dividends.
Years Since Purchase | 0-1 | 1-2 | 2-3 | 3-4 | 4-5 | 5-6 | Over 6 | |||||||||||||||||||||
CDSC | 5 | % | 4 | % | 4 | % | 3 | % | 2 | % | 1 | % | None |
Class B shares automatically convert to Class A shares eight years after you buy them so that the distribution fees you pay over the life of your investment are limited. You will continue to pay an annual service fee on any converted Class B shares.
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 0.75% (0.55% for Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund) of your Funds average daily net assets. The annual 0.20% service fee compensates your financial advisor or other financial intermediary for providing ongoing service to you. The annual 0.55% (0.35% for Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund) distribution fee compensates the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission as well
Section 3 How You Can Buy and Sell Shares
41
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.
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 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 B, 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.
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Section 3 How You Can Buy and Sell Shares
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.
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 ($250,000 or more in the case of Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund). |
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Monies representing reinvestment of Nuveen Defined Portfolio and Nuveen Mutual Fund distributions. |
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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 (i) by investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; (ii) by clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and (iii) through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers. |
Section 3 How You Can Buy and Sell Shares
43
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 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 |
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Section 3 How You Can Buy and Sell Shares
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. |
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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 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
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Section 3 How You Can Buy and Sell Shares
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. The reinstatement privilege is not available for Class B shares.
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 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
Section 3 How You Can Buy and Sell Shares
47
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 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, Class B or Class C shares that are subject to a CDSC, you may be assessed a CDSC upon redemption. When you redeem Class A, Class B 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.
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Section 3 How You Can Buy and Sell Shares
An Important Note About Telephone Transactions
Although Nuveen Investor Services has certain safeguards and procedures to confirm the identity of callers, it will not be liable for losses resulting from following telephone instructions it reasonably believes to be genuine. Also, you should verify your trade confirmations immediately upon receipt.
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 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.
Redemptions In-Kind
The Funds generally pay redemption proceeds in cash. However, if a Fund determines that it would be detrimental to its remaining shareholders to make payment of a redemption order wholly in cash, that Fund may pay a portion of your redemption proceeds in securities or other Fund assets. Although it is unlikely that your shares would be redeemed in-kind, you would probably have to pay brokerage costs to sell the securities or other assets distributed to you, as well as taxes on any capital gains from that sale.
Section 3 How You Can Buy and Sell Shares
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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 declare dividends daily and pay such dividends monthly, usually on the first business day of the month. Your account will begin to accrue dividends on the business day after the day when the monies used to purchase your shares are collected by the transfer agent. Each Fund seeks to pay monthly tax-exempt dividends at a level rate that reflects the past and projected net income of the Fund. To help maintain more stable monthly distributions, the distribution paid by a Fund for any particular monthly period may be more or less than the amount of net income actually earned by the Fund during such period, and any such under- (or over-) distribution of income is reflected in the Funds net asset value. This policy is designed to result in the distribution of substantially all of a Funds net income over time. The Funds declare and pay any taxable capital gains or other taxable distributions once a year at year end.
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.
Taxes and Tax Reporting
Because the Funds invest primarily in municipal bonds, the regular monthly dividends you receive will generally be exempt from regular federal income tax. All or a portion of these dividends, however, may be subject to state and local taxes or to the federal alternative minimum tax.
Generally the Funds do not seek to realize taxable income or capital gains. However, the Funds may realize and distribute taxable income or capital gains from time to time as a result of each Funds normal investment activities. The Funds distributions of these amounts are taxed as ordinary income or capital gains and are taxable whether received in cash or reinvested in additional shares. Dividends from the Funds long-term capital gains are taxable as capital gains, while dividends from short-term capital gains and net investment income are generally taxable as ordinary income. The Funds taxable dividends are not expected to qualify for a dividends received deduction if you are a corporate shareholder or for the lower tax rates on qualified dividend income.
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Section 4 General Information
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.
If you receive social security or railroad retirement benefits, you should consult your tax advisor about how an investment in the Funds may affect the taxation of your benefits.
Each sale or exchange of Fund shares may be a taxable event. When you exchange shares of one Nuveen Mutual Fund for shares of a different Nuveen Mutual Fund, the exchange is treated the same as a sale for tax purposes. A sale may result in capital gain or loss to you. The gain or loss generally will be treated as short-term if you held the shares for 12 months or less and long-term if you held the shares for more than 12 months at the time of disposition.
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 income or capital gain distribution is commonly known as buying the dividend. The entire distribution may be taxable to you even though a portion of the distribution effectively represents a return of your purchase price.
Cost Basis Method
For shares acquired on or after January 1, 2012, 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.
Section 4 General Information
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Taxable Equivalent Yields
The taxable equivalent yield is the current yield you would need to earn on a taxable investment in order to equal a stated federal tax-free yield on a municipal investment. To assist you in comparing municipal investments like the Funds with fully taxable alternative investments, the table below presents the taxable equivalent yields for a range of hypothetical federal tax-free yields and tax rates:
Taxable Equivalents of Tax-Free Yields | To Equal a Tax-Free Yield of: | |||||||||||||||
2.00 | % | 3.00 | % | 4.00 | % | 5.00 | % | |||||||||
Tax Bracket: | A Taxable Investment Would Need to Yield: | |||||||||||||||
25% | 2.67 | % | 4.00 | % | 5.33 | % | 6.67 | % | ||||||||
28% | 2.78 | % | 4.17 | % | 5.56 | % | 6.94 | % | ||||||||
33% | 2.99 | % | 4.48 | % | 5.97 | % | 7.46 | % | ||||||||
35% | 3.08 | % | 4.62 | % | 6.15 | % | 7.69 | % |
The yields and tax rates shown above are hypothetical and do not predict your actual returns or effective tax rate. For more detailed information, see the statement of additional information or consult your tax advisor.
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 B and 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, Class B 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 a 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
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Section 4 General Information
Mutual Funds in order to promote the sales and retention of Fund shares by those firms and their customers. The amounts of these payments vary by financial intermediary and, with respect to a given firm, are typically calculated by reference to the amount of the firms recent gross sales of Nuveen Mutual Fund shares and/or total assets of Nuveen Mutual Funds held by the firms customers. The level of payments that 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 Directors/Trustees or its designee; however, the Board of Directors/Trustees retains oversight responsibility for valuing the Funds portfolio securities.
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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 Board of Directors/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-adviser.
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 Directors/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.
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
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Section 4 General Information
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.
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The custodian of the assets of the Funds, except Nuveen Short Term Municipal Bond Fund, is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian of the assets of Nuveen Short Term Municipal Bond Fund is U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55101. The custodians also provide 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.
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Section 4 General Information
Section 5 Financial Highlights
The financial highlights table is intended to help you understand a Funds financial performance for the past five fiscal years or the life of the Fund, if shorter. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information for each of the last five fiscal years or the life of the Fund, if shorter, for all Funds except Nuveen Short Term Municipal Bond Fund, has been audited by PricewaterhouseCoopers LLP, whose report for the most recent fiscal year, along with the Funds financial statements, are included in the annual report, which is available upon request. The financial statements of Nuveen Short Term Municipal Bond Fund for the periods ended April 30, 2011 and prior were audited by other independent auditors.
Nuveen All-American Municipal Bond Fund
Class
(Commencement Date) |
Investment Operations | Less Distributions | Ratios/Supplemental Data | |||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended
April 30, |
Beginning
Net Asset Value |
Net
Investment Income (Loss)(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total |
Net
Investment Income |
Capital
Gains(b) |
Total |
Ending
Net Asset Value |
Total
Return(c) |
Ending
Net Assets (000) |
Ratios of
Expenses to Average Net Assets(d)(f) |
Ratios of
Net Investment Income to Average Net Assets(f) |
Portfolio
Turnover Rate |
|||||||||||||||||||||||||||||||||||||||
Class A (10/88) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 10.24 | $ | .54 | $ | 1.13 | $ | 1.67 | $ | (.55 | ) | $ | | $ | (.55 | ) | $ | 11.36 | 16.68 | % | $ | 969,745 | .78 | % | 4.98 | % | 18 | % | ||||||||||||||||||||||||
2011 | 10.63 | .56 | (.40 | ) | .16 | (.55 | ) | | (.55 | ) | 10.24 | 1.53 | 350,778 | .78 | 5.34 | 26 | ||||||||||||||||||||||||||||||||||||
2010 | 9.54 | .56 | 1.06 | 1.62 | (.53 | ) | | (.53 | ) | 10.63 | 17.36 | 352,666 | .80 | 5.46 | 33 | |||||||||||||||||||||||||||||||||||||
2009 | 10.50 | .53 | (1.00 | ) | (.47 | ) | (.49 | ) | | (.49 | ) | 9.54 | (4.41 | ) | 303,949 | .83 | 5.48 | 31 | ||||||||||||||||||||||||||||||||||
2008 | 10.92 | .48 | (.44 | ) | .04 | (.46 | ) | | (.46 | ) | 10.50 | .41 | 315,885 | .91 | 4.43 | 29 | ||||||||||||||||||||||||||||||||||||
Class B (2/97) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.27 | .46 | 1.12 | 1.58 | (.47 | ) | | (.47 | ) | 11.38 | 15.70 | 8,408 | 1.54 | 4.29 | 18 | |||||||||||||||||||||||||||||||||||||
2011 | 10.66 | .48 | (.39 | ) | .09 | (.48 | ) | | (.48 | ) | 10.27 | .79 | 5,273 | 1.53 | 4.56 | 26 | ||||||||||||||||||||||||||||||||||||
2010 | 9.57 | .49 | 1.06 | 1.55 | (.46 | ) | | (.46 | ) | 10.66 | 16.49 | 9,706 | 1.55 | 4.73 | 33 | |||||||||||||||||||||||||||||||||||||
2009 | 10.53 | .46 | (1.01 | ) | (.55 | ) | (.41 | ) | | (.41 | ) | 9.57 | (5.14 | ) | 12,342 | 1.57 | 4.70 | 31 | ||||||||||||||||||||||||||||||||||
2008 | 10.94 | .39 | (.42 | ) | (.03 | ) | (.38 | ) | | (.38 | ) | 10.53 | (.28 | ) | 17,624 | 1.66 | 3.66 | 29 | ||||||||||||||||||||||||||||||||||
Class C (6/93) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.24 | .48 | 1.14 | 1.62 | (.49 | ) | | (.49 | ) | 11.37 | 16.14 | 361,364 | 1.33 | 4.43 | 18 | |||||||||||||||||||||||||||||||||||||
2011 | 10.63 | .50 | (.39 | ) | .11 | (.50 | ) | | (.50 | ) | 10.24 | .99 | 167,535 | 1.33 | 4.78 | 26 | ||||||||||||||||||||||||||||||||||||
2010 | 9.55 | .50 | 1.06 | 1.56 | (.48 | ) | | (.48 | ) | 10.63 | 16.62 | 151,025 | 1.34 | 4.91 | 33 | |||||||||||||||||||||||||||||||||||||
2009 | 10.50 | .48 | (1.00 | ) | (.52 | ) | (.43 | ) | | (.43 | ) | 9.55 | (4.88 | ) | 108,149 | 1.38 | 4.95 | 31 | ||||||||||||||||||||||||||||||||||
2008 | 10.92 | .42 | (.44 | ) | (.02 | ) | (.40 | ) | | (.40 | ) | 10.50 | (.17 | ) | 100,333 | 1.46 | 3.89 | 29 | ||||||||||||||||||||||||||||||||||
Class I (2/97)(e) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.28 | .55 | 1.14 | 1.69 | (.57 | ) | | (.57 | ) | 11.40 | 16.71 | 1,120,747 | .56 | 5.13 | 18 | |||||||||||||||||||||||||||||||||||||
2011 | 10.67 | .58 | (.39 | ) | .19 | (.58 | ) | | (.58 | ) | 10.28 | 1.84 | 93,633 | .58 | 5.53 | 26 | ||||||||||||||||||||||||||||||||||||
2010 | 9.58 | .58 | 1.07 | 1.65 | (.56 | ) | | (.56 | ) | 10.67 | 17.52 | 39,683 | .59 | 5.64 | 33 | |||||||||||||||||||||||||||||||||||||
2009 | 10.54 | .55 | (1.00 | ) | (.45 | ) | (.51 | ) | | (.51 | ) | 9.58 | (4.22 | ) | 12,027 | .63 | 5.67 | 31 | ||||||||||||||||||||||||||||||||||
2008 | 10.96 | .50 | (.44 | ) | .06 | (.48 | ) | | (.48 | ) | 10.54 | .58 | 11,541 | .71 | 4.64 | 29 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Distributions from Capital Gains include short-term capital gains, if any. |
(c) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(d) | The expense ratios reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as described in Footnote 1 General Information and Significant Accounting Policies, Inverse Floating Rate Securities, in the most recent shareholder report. |
(e) | Effective May 1, 2008, Class R Shares were renamed Class I Shares. |
(f) | Ratios do not reflect the effect of custodian fee credits earned on the Funds net cash on deposit with the custodian bank, where applicable. |
Section 5 Financial Highlights
57
Nuveen Inflation Protected Municipal Bond Fund
Class
(Commencement Date) |
Investment Operations | Less Distributions | Ratios/Supplemental Data | |||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended
April 30, |
Beginning
Net Asset Value |
Net
Investment Income (Loss)(a) |
Net
Gain (Loss) |
Total |
Net
Investment Income |
Capital Gains(b) |
Total |
Ending
Net Asset Value |
Total
Return(c) |
Ending Net Assets (000) |
Ratios of
Expenses to Average Net Assets(d) |
Ratios of
Net Investment Income to Average Net Assets(d) |
Portfolio
Turnover Rate |
|||||||||||||||||||||||||||||||||||||||
Class A (3/11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 10.36 | $ | .33 | $ | .66 | $ | .99 | $ | (.34 | ) | $ | | $ | (.34 | ) | $ | 11.01 | 9.74 | % | $ | 7,339 | .78 | % | 3.13 | % | 14 | % | ||||||||||||||||||||||||
2011(e) | 10.00 | .04 | .34 | .38 | (.02 | ) | | (.02 | ) | 10.36 | 3.82 | 1,801 | .78 | * | 2.83 | * | 6 | |||||||||||||||||||||||||||||||||||
Class C (3/11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.36 | .27 | .66 | .93 | (.29 | ) | | (.29 | ) | 11.00 | 9.07 | 4,209 | 1.33 | 2.57 | 14 | |||||||||||||||||||||||||||||||||||||
2011(e) | 10.00 | .03 | .35 | .38 | (.02 | ) | | (.02 | ) | 10.36 | 3.78 | 1,727 | 1.33 | * | 2.28 | * | 6 | |||||||||||||||||||||||||||||||||||
Class I (3/11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.37 | .35 | .65 | 1.00 | (.36 | ) | | (.36 | ) | 11.01 | 9.82 | 6,704 | .58 | 3.28 | 14 | |||||||||||||||||||||||||||||||||||||
2011(e) | 10.00 | .05 | .34 | .39 | (.02 | ) | | (.02 | ) | 10.37 | 3.93 | 1,728 | .58 | * | 3.03 | * | 6 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Distributions from Capital Gains include short-term capital gains, if any. |
(c) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(d) | After expense reimbursement from Nuveen Fund Advisors, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Funds net cash on deposit with the custodian bank, where applicable. |
(e) | For the period March 8, 2011 (commencement of operations) through April 30, 2011. |
* | Annualized. |
58
Section 5 Financial Highlights
Nuveen Intermediate Duration Municipal Bond Fund
Class
(Commencement
|
Investment Operations | Less Distributions | Ratios/Supplemental Data | |||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended
April 30, |
Beginning
Net Asset Value |
Net
Investment Income (Loss)(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total |
Net
Investment Income |
Capital
Gains(b) |
Total |
Ending
Net Asset Value |
Total
Return(c) |
Ending
Net Assets (000) |
Ratios of
Expenses to Average Net Assets(d)(e) |
Ratios of
Net Investment Income to Average Net Assets(d) |
Portfolio
Turnover Rate |
|||||||||||||||||||||||||||||||||||||||
Class A (6/95) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 8.84 | $ | .34 | $ | .42 | $ | .76 | $ | (.35 | ) | $ | | $ | (.35 | ) | $ | 9.25 | 8.68 | % | $ | 450,036 | .72 | % | 3.70 | % | 10 | % | ||||||||||||||||||||||||
2011 | 8.98 | .34 | (.14 | ) | .20 | (.34 | ) | | (.34 | ) | 8.84 | 2.21 | 373,176 | .74 | 3.82 | 6 | ||||||||||||||||||||||||||||||||||||
2010 | 8.54 | .35 | .43 | .78 | (.34 | ) | | (.34 | ) | 8.98 | 9.24 | 374,528 | .75 | 3.91 | 5 | |||||||||||||||||||||||||||||||||||||
2009 | 8.78 | .34 | (.24 | ) | .10 | (.34 | ) | | (.34 | ) | 8.54 | 1.22 | 324,071 | .76 | 4.03 | 6 | ||||||||||||||||||||||||||||||||||||
2008 | 8.97 | .33 | (.16 | ) | .17 | (.34 | ) | (.02 | ) | (.36 | ) | 8.78 | 1.90 | 292,750 | .75 | 3.77 | 23 | |||||||||||||||||||||||||||||||||||
Class B (2/97) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 8.87 | .27 | .41 | .68 | (.28 | ) | | (.28 | ) | 9.27 | 7.75 | 3,102 | 1.47 | 2.95 | 10 | |||||||||||||||||||||||||||||||||||||
2011 | 9.01 | .27 | (.14 | ) | .13 | (.27 | ) | | (.27 | ) | 8.87 | 1.46 | 5,283 | 1.49 | 3.05 | 6 | ||||||||||||||||||||||||||||||||||||
2010 | 8.57 | .28 | .43 | .71 | (.27 | ) | | (.27 | ) | 9.01 | 8.40 | 11,040 | 1.50 | 3.16 | 5 | |||||||||||||||||||||||||||||||||||||
2009 | 8.81 | .28 | (.25 | ) | .03 | (.27 | ) | | (.27 | ) | 8.57 | .43 | 14,204 | 1.51 | 3.26 | 6 | ||||||||||||||||||||||||||||||||||||
2008 | 9.00 | .27 | (.17 | ) | .10 | (.27 | ) | (.02 | ) | (.29 | ) | 8.81 | 1.13 | 17,745 | 1.50 | 3.01 | 23 | |||||||||||||||||||||||||||||||||||
Class C (6/95) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 8.87 | .29 | .41 | .70 | (.30 | ) | | (.30 | ) | 9.27 | 7.96 | 134,478 | 1.27 | 3.14 | 10 | |||||||||||||||||||||||||||||||||||||
2011 | 9.01 | .29 | (.14 | ) | .15 | (.29 | ) | | (.29 | ) | 8.87 | 1.66 | 110,310 | 1.29 | 3.27 | 6 | ||||||||||||||||||||||||||||||||||||
2010 | 8.57 | .30 | .43 | .73 | (.29 | ) | | (.29 | ) | 9.01 | 8.62 | 100,047 | 1.30 | 3.35 | 5 | |||||||||||||||||||||||||||||||||||||
2009 | 8.80 | .30 | (.24 | ) | .06 | (.29 | ) | | (.29 | ) | 8.57 | .76 | 71,165 | 1.31 | 3.48 | 6 | ||||||||||||||||||||||||||||||||||||
2008 | 9.00 | .29 | (.18 | ) | .11 | (.29 | ) | (.02 | ) | (.31 | ) | 8.80 | 1.22 | 56,741 | 1.30 | 3.22 | 23 | |||||||||||||||||||||||||||||||||||
Class I (11/76)(f) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 8.86 | .36 | .41 | .77 | (.36 | ) | | (.36 | ) | 9.27 | 8.87 | 3,039,743 | .52 | 3.91 | 10 | |||||||||||||||||||||||||||||||||||||
2011 | 9.00 | .36 | (.15 | ) | .21 | (.35 | ) | | (.35 | ) | 8.86 | 2.41 | 2,013,504 | .54 | 4.02 | 6 | ||||||||||||||||||||||||||||||||||||
2010 | 8.56 | .36 | .43 | .79 | (.35 | ) | | (.35 | ) | 9.00 | 9.41 | 2,044,122 | .55 | 4.11 | 5 | |||||||||||||||||||||||||||||||||||||
2009 | 8.79 | .36 | (.24 | ) | .12 | (.35 | ) | | (.35 | ) | 8.56 | 1.51 | 1,916,368 | .56 | 4.21 | 6 | ||||||||||||||||||||||||||||||||||||
2008 | 8.99 | .35 | (.18 | ) | .17 | (.35 | ) | (.02 | ) | (.37 | ) | 8.79 | 1.99 | 2,128,272 | .55 | 3.96 | 23 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Distributions from Capital Gains include short-term capital gains, if any. |
(c) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(d) | Ratios do not reflect the effect of custodian fee credits earned on the Funds net cash on deposit with the custodian bank, where applicable. The Fund did not receive an expense reimbursement from Nuveen Fund Advisors during the periods presented herein. |
(e) | The expense ratios reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as described in Footnote 1 General Information and Significant Accounting Policies, Inverse Floating Rate Securities, in the most recent shareholder report. |
(f) | Effective May 1, 2008, Class R Shares were renamed Class I Shares. |
Section 5 Financial Highlights
59
Nuveen Limited Term Municipal Bond Fund
Class
(Commencement Date) |
Investment Operations | Less Distributions | Ratios/Supplemental Data | |||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended
April 30, |
Beginning
Net Asset Value |
Net
Investment Income (Loss)(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total |
Net
Investment Income |
Capital
Gains(b) |
Total |
Ending
Net Asset Value |
Total
Return(c) |
Ending
Net Assets (000) |
Ratios of
Expenses to Average Net Assets(d)(f) |
Ratios of
Net Investment Income to Average Net Assets(f) |
Portfolio
Turnover Rate |
|||||||||||||||||||||||||||||||||||||||
Class A (10/87) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 10.85 | $ | .29 | $ | .34 | $ | .63 | $ | (.28 | ) | $ | | $ | (.28 | ) | $ | 11.20 | 5.88 | % | $ | 1,113,802 | .66 | % | 2.63 | % | 12 | % | ||||||||||||||||||||||||
2011 | 10.85 | .30 | (.01 | ) | .29 | (.29 | ) | | (.29 | ) | 10.85 | 2.68 | 953,517 | .68 | 2.72 | 13 | ||||||||||||||||||||||||||||||||||||
2010 | 10.60 | .32 | .28 | .60 | (.35 | ) | | (.35 | ) | 10.85 | 5.73 | 1,001,241 | .71 | 2.98 | 10 | |||||||||||||||||||||||||||||||||||||
2009 | 10.63 | .38 | (.03 | ) | .35 | (.38 | ) | | (.38 | ) | 10.60 | 3.38 | 615,646 | .72 | 3.59 | 11 | ||||||||||||||||||||||||||||||||||||
2008 | 10.60 | .38 | .03 | .41 | (.38 | ) | | (.38 | ) | 10.63 | 3.95 | 487,491 | .72 | 3.57 | 12 | |||||||||||||||||||||||||||||||||||||
Class C (12/95) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.81 | .25 | .34 | .59 | (.25 | ) | | (.25 | ) | 11.15 | 5.45 | 641,602 | 1.01 | 2.29 | 12 | |||||||||||||||||||||||||||||||||||||
2011 | 10.82 | .26 | (.02 | ) | .24 | (.25 | ) | | (.25 | ) | 10.81 | 2.26 | 566,098 | 1.03 | 2.37 | 13 | ||||||||||||||||||||||||||||||||||||
2010 | 10.57 | .28 | .28 | .56 | (.31 | ) | | (.31 | ) | 10.82 | 5.39 | 509,512 | 1.06 | 2.63 | 10 | |||||||||||||||||||||||||||||||||||||
2009 | 10.60 | .34 | (.03 | ) | .31 | (.34 | ) | | (.34 | ) | 10.57 | 3.04 | 282,951 | 1.07 | 3.24 | 11 | ||||||||||||||||||||||||||||||||||||
2008 | 10.57 | .34 | .04 | .38 | (.35 | ) | | (.35 | ) | 10.60 | 3.61 | 219,228 | 1.07 | 3.22 | 12 | |||||||||||||||||||||||||||||||||||||
Class I (2/97)(e) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 10.79 | .31 | .33 | .64 | (.30 | ) | | (.30 | ) | 11.13 | 6.00 | 1,196,319 | .46 | 2.83 | 12 | |||||||||||||||||||||||||||||||||||||
2011 | 10.79 | .32 | (.01 | ) | .31 | (.31 | ) | | (.31 | ) | 10.79 | 2.87 | 812,730 | .48 | 2.92 | 13 | ||||||||||||||||||||||||||||||||||||
2010 | 10.54 | .34 | .28 | .62 | (.37 | ) | | (.37 | ) | 10.79 | 5.94 | 694,430 | .51 | 3.16 | 10 | |||||||||||||||||||||||||||||||||||||
2009 | 10.57 | .40 | (.03 | ) | .37 | (.40 | ) | | (.40 | ) | 10.54 | 3.59 | 332,373 | .52 | 3.78 | 11 | ||||||||||||||||||||||||||||||||||||
2008 | 10.54 | .40 | .04 | .44 | (.41 | ) | | (.41 | ) | 10.57 | 4.21 | 117,193 | .52 | 3.77 | 12 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Distributions from Capital Gains include short-term capital gains, if any. |
(c) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(d) | The expense ratios reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as described in Footnote 1 General Information and Significant Accounting Policies, Inverse Floating Rate Securities, in the most recent shareholder report. |
(e) | Effective May 1, 2008, Class R Shares were renamed Class I Shares. |
(f) | Ratios do not reflect the effect of custodian fee credits earned on the Funds net cash on deposit with the custodian bank, where applicable. |
60
Section 5 Financial Highlights
Nuveen Short Term Municipal Bond Fund
Class
(Commencement Date) |
Investment Operations | Less Distributions | Ratios/Supplemental Data | |||||||||||||||||||||||||||||||||||||||||||||||||
Beginning
Net Asset Value |
Net
Investment Income (Loss)(a) |
Net
Realized/ Unrealized Gain (Loss) |
Total |
Net
Investment Income |
Capital
Gains(b) |
Total |
Ending
Net Asset Value |
Total
Return(c) |
Ending
Net Assets (000) |
Ratios of
Expenses to Average Net Assets(d) |
Ratios of
Net Investment Income (Loss) to Average Net Assets(d) |
Portfolio
Turnover Rate |
||||||||||||||||||||||||||||||||||||||||
Class A (10/02) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 4/30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 9.98 | $ | .20 | $ | .21 | $ | .41 | $ | (.20 | ) | $ | | $ | (.20 | ) | $ | 10.19 | 4.15 | % | $ | 34,793 | .73 | % | 2.01 | % | 39 | % | ||||||||||||||||||||||||
2011(e) | 9.98 | .16 | (.02 | ) | .14 | (.14 | ) | | (.14 | ) | 9.98 | 1.41 | 7,790 | .71 | * | 1.91 | * | 21 | ||||||||||||||||||||||||||||||||||
Year ended 6/30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2010 | 9.74 | .20 | .22 | .42 | (.18 | ) | | (.18 | ) | 9.98 | 4.38 | 7,168 | .74 | 1.81 | 45 | |||||||||||||||||||||||||||||||||||||
2009 | 9.79 | .28 | (.07 | ) | .21 | (.26 | ) | | (.26 | ) | 9.74 | 2.17 | 3,376 | .75 | 2.71 | 70 | ||||||||||||||||||||||||||||||||||||
2008 | 9.70 | .30 | .10 | .40 | (.31 | ) | | (.31 | ) | 9.79 | 4.17 | 2,308 | .75 | 3.05 | 58 | |||||||||||||||||||||||||||||||||||||
2007 | 9.68 | .28 | .03 | .31 | (.29 | ) | | (.29 | ) | 9.70 | 3.22 | 2,410 | .75 | 2.94 | 57 | |||||||||||||||||||||||||||||||||||||
Class C (8/11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 4/30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012(f) | 10.13 | .10 | .06 | .16 | (.11 | ) | | (.11 | ) | 10.18 | 1.61 | 1,026 | 1.07 | * | 1.49 | * | 39 | |||||||||||||||||||||||||||||||||||
Class I (10/02)(g) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended 4/30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 9.98 | .23 | .20 | .43 | (.22 | ) | | (.22 | ) | 10.19 | 4.33 | 304,109 | .53 | 2.27 | 39 | |||||||||||||||||||||||||||||||||||||
2011(e) | 9.98 | .17 | (.02 | ) | .15 | (.15 | ) | | (.15 | ) | 9.98 | 1.54 | 277,347 | .55 | * | 2.06 | * | 21 | ||||||||||||||||||||||||||||||||||
Year ended 6/30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2010 | 9.74 | .20 | .24 | .44 | (.20 | ) | | (.20 | ) | 9.98 | 4.53 | 310,783 | .59 | 1.96 | 45 | |||||||||||||||||||||||||||||||||||||
2009 | 9.79 | .27 | (.05 | ) | .22 | (.27 | ) | | (.27 | ) | 9.74 | 2.32 | 178,950 | .60 | 2.84 | 70 | ||||||||||||||||||||||||||||||||||||
2008 | 9.70 | .31 | .10 | .41 | (.32 | ) | | (.32 | ) | 9.79 | 4.33 | 143,985 | .60 | 3.20 | 58 | |||||||||||||||||||||||||||||||||||||
2007 | 9.68 | .31 | .01 | .32 | (.30 | ) | | (.30 | ) | 9.70 | 3.37 | 161,468 | .60 | 3.09 | 57 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Distributions from Capital Gains include short-term capital gains, if any. |
(c) | Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized. |
(d) | After expense reimbursement from the Adviser, where applicable. Ratios do not reflect the effect of custodian fee credits earned on the Funds net cash on deposit with the custodian bank, where applicable. |
(e) | For the ten months ended April 30, 2011. |
(f) | For the period August 31, 2011 (commencement of operations) through April 30, 2012. |
(g) | Effective January 18, 2011, Class Y Shares were renamed Class I Shares. |
* | Annualized. |
Section 5 Financial Highlights
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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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Barclays 3-Year Municipal Bond Index: An unmanaged index comprised of fixed-rate, investment-grade tax-exempt bonds with remaining maturities between two and four years. |
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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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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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Lipper General Municipal Debt Funds Classification Average: Represents the average annualized total return for all reporting funds in the Lipper General Municipal Debt Funds Classification. |
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Lipper Intermediate Municipal Debt Funds Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Intermediate Municipal Debt Funds Classification. |
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Lipper Short-Intermediate Municipal Debt Funds Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Short-Intermediate Municipal Debt Funds Classification. |
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Lipper Short Municipal Debt Funds Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Short Municipal Debt Funds Classification. |
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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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Standard & Poors (S&P) Municipal Bond Intermediate Index: Contains all bonds in the S&P Municipal Bond Index that mature between 3 and 14.999 years. |
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Standard & Poors (S&P) Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade U.S. municipal bond market. |
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Standard & Poors (S&P) Municipal Bond Short Index: Contains all bonds in the S&P Municipal Bond Index with a minimum maturity of six months and a maximum maturity of up to, but not including, four years. |
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Standard & Poors (S&P) Municipal Bond Short Intermediate Index: Contains all bonds in the S&P Municipal Bond Index that mature between 1 and 7.999 years. |
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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. |
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Zero coupon bonds: Zero coupon bonds pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. They are issued at substantial discounts from their value at maturity. |
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Section 6 Glossary of Investment Terms
Nuveen Mutual Funds
Nuveen offers a variety of mutual funds designed to help you reach your financial goals. The funds below are grouped by category.
Municipal-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
Municipal-State (continued)
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
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 Dividend Growth
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 and Nuveen Asset Management. 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.
Nuveen All-American Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund are series of Nuveen Municipal Trust, whose Investment Company Act file number is 811-07873.
Nuveen Short Term Municipal Bond Fund is a series of Nuveen Investment Funds, Inc., whose Investment Company Act file number is 811-05309.
Distributed by Nuveen Securities, LLC 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
www.nuveen.com |
MPR-NAT-0812P
August 31, 2012
Nuveen All-American Municipal Bond Fund
Ticker Symbols: Class AFLAAX, Class BFAAMX, Class CFAACX, Class IFAARX
Nuveen High Yield Municipal Bond Fund
Ticker Symbols: Class ANHMAX, Class BNHMBX, Class CNHMCX, Class INHMRX
Nuveen Inflation Protected Municipal Bond Fund
Ticker Symbols: Class ANITAX, Class CNIPCX, Class INIPIX
Nuveen Intermediate Duration Municipal Bond Fund
Ticker Symbols: Class ANMBAX, Class BNUMBX, Class CNNSCX, Class INUVBX
Nuveen Limited Term Municipal Bond Fund
Ticker Symbols: Class AFLTDX, Class CFLTCX, Class IFLTRX
Nuveen Short Term Municipal Bond Fund
Ticker Symbols: Class AFSHAX, Class CNSVCX, Class IFSHYX
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 Prospectuses dated August 31, 2012 for Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund (each, a Fund , and collectively, the Funds ). Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund are each a series of Nuveen Municipal Trust (the Trust ). Nuveen Short Term Municipal Bond Fund is a series of Nuveen Investment Funds, Inc. ( NIF , and together with the Trust, the Registrants ). 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 most recent fiscal year appear in the Funds Annual Reports dated April 30, 2012; each is incorporated herein by reference and is available without charge by calling (800) 257-8787.
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Reduction or Elimination of Up-Front Sales Charge on Class A Shares |
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The Funds, except Nuveen Inflation Protected Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund, are diversified series of the Trust, formerly Nuveen Flagship Municipal Trust, an open-end management investment company organized as a Massachusetts business trust on July 1, 1996. Nuveen Inflation Protected Municipal Bond Fund is a non-diversified series of the Trust. 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, five series of the Trust are authorized and outstanding. Nuveen All-American Municipal Bond Fund was formerly named Nuveen Flagship All-American Municipal Bond Fund and Flagship All-American Tax Exempt Fund, a series of Flagship Tax Exempt Funds Trust. Nuveen Intermediate Duration Municipal Bond Fund was formerly named Nuveen Municipal Bond Fund. Nuveen Limited Term Municipal Bond Fund was formerly named Nuveen Flagship Limited Term Municipal Bond Fund and Flagship Limited Term Tax Exempt Fund, a series of the Flagship Tax Exempt Funds Trust.
Nuveen Short Term Municipal Bond Fund is a diversified series of NIF, which was incorporated in the State of Maryland on August 20, 1987 under the name SECURAL Mutual Funds, Inc. The Board of Directors and shareholders, at meetings held January 10, 1991, and April 2, 1991, respectively, approved amendments to the Articles of Incorporation providing that the name SECURAL Mutual Funds, Inc. be changed to First American Investment Funds, Inc. At a meeting held February 27, 2011, the Board of Directors approved the name First American Investment Funds, Inc. be changed to Nuveen Investment Funds, Inc. NIF is organized as a series fund and currently issues its shares in 32 series. Each series of shares represents a separate investment portfolio with its own investment objective and policies (in essence, a separate mutual fund). Nuveen Short Term Municipal Bond Fund was formerly named Nuveen Short Tax Free Fund. Nuveen Short Term Municipal Bond Fund is an open-end management investment company.
The Funds investment adviser is Nuveen Fund Advisors, Inc. ( Nuveen Fund Advisors or the Adviser ). The Funds sub-adviser is Nuveen Asset Management, LLC ( Nuveen Asset Management or the Sub-Advisor ).
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 Prospectuses and under Investment Policies and Techniques below, each Fund is subject to the investment restrictions set forth below.
Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund
The investment objective and certain fundamental investment policies of each Fund are described in the Prospectus for that Fund. A Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the shares of the Funds outstanding shares:
(1) Invest in securities other than Municipal Obligations and short-term securities, and for Nuveen Inflation Protected Municipal Bond Fund only, U.S. government securities, as described in the Prospectus, except each Fund may invest up to 5% of its net assets in tax-exempt or taxable fixed-income or equity securities for the purpose of acquiring control of an issuer whose municipal bonds (a) the Fund already owns and (b) have deteriorated or are expected shortly to deteriorate significantly in credit quality, provided Nuveen Asset Management, each Funds sub-adviser, determines such investment should enable the Fund to better maximize its existing investment in such issuer. Municipal Obligations are municipal bonds that pay interest that is exempt from regular federal income taxes.
(2) Invest more than 5% of its total assets in securities of any one issuer, except this limitation shall not apply to securities of the U.S. Government and to the investment of 25% of such Funds assets. This limitation shall not apply to Nuveen Inflation Protected Municipal Bond Fund.
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(3) Borrow money, except as permitted by the 1940 Act and exemptive orders granted thereunder.
(4) Pledge, mortgage or hypothecate its assets, except that, to secure borrowings permitted by subparagraph (3) above, it may pledge securities having a market value at the time of pledge not exceeding 10% of the value of the Funds total assets.
(5) Issue senior securities as defined in the 1940 Act, except to the extent such issuance might be involved with respect to borrowings described under subparagraph (3) above or with respect to transactions involving futures contracts or the writing of options within the limits described in the Prospectus and this Statement of Additional Information.
(6) Underwrite any issue of securities, except to the extent that the purchase or sale of Municipal Obligations in accordance with its investment objective, policies and limitations may be deemed to be an underwriting.
(7) Purchase or sell real estate, but this shall not prevent any Fund from investing in Municipal Obligations secured by real estate or interests therein or foreclosing upon and selling such security.
(8) Purchase or sell commodities or commodities contracts or oil, gas or other mineral exploration or development programs, except for transactions involving futures contracts within the limits described in the Prospectus and this Statement of Additional Information.
(9) Make loans, except as permitted by the 1940 Act and exemptive orders granted thereunder.
(10) Make short sales of securities or purchase any securities on margin, except for such short-term credits as are necessary for the clearance of transactions.
(11) Write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described in the Prospectus and this Statement of Additional Information.
(12) Invest more than 25% of its total assets in securities of issuers in any one industry; provided, however, that such limitations shall not be applicable to Municipal Obligations issued by governments or political subdivisions of governments, and obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
(13) Purchase or retain the securities of any issuer other than the securities of the Fund if, to the Funds knowledge, those trustees of the Trust, or those officers and directors of the Adviser, who individually own beneficially more than 1/2 of 1% of the outstanding securities of such issuer, together own beneficially more than 5% of such outstanding securities (this subparagraph (13) does not apply to Nuveen High Yield Municipal Bond Fund).
For the purpose of applying the limitations set forth in paragraphs (2) and (12) above, an issuer shall be deemed the sole issuer of a security when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets and revenues. Similarly, in the case of a non-governmental user, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior or unrelated governmental entity or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that are issued by such governmental or other entity.
For purposes of applying the limitation set forth in numbers 3 and 5 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%.
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For purposes of applying the limitation set forth in number 9 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.
Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank.
Except with respect to paragraph (3) 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.
The foregoing fundamental investment policies, together with the investment objective of each of the Funds, cannot be changed without approval by holders of a majority of the Funds outstanding voting shares. As defined in the 1940 Act, this means the vote of (i) 67% or more of the Funds shares present at a meeting, if the holders of more than 50% of the Funds shares are present or represented by proxy, or (ii) more than 50% of the Funds shares, whichever is less.
In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees. A Fund may not:
(1) Invest more than 15% of its net assets 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) Invest more than 15% of its net assets in inverse floating rate securities. This limitation shall not apply to Nuveen Inflation Protected Municipal Bond Fund.
(3) Purchase securities when borrowings exceed 5% of its total assets. If due to market fluctuations or other reasons, the value of the Funds assets falls below 300% of its borrowings, the Fund will reduce its borrowings within 3 business days.
(4) With respect to Nuveen All-American Municipal Bond Fund and Nuveen High Yield Municipal Bond Fund, 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.
Under normal market conditions, the Funds invest at least 80% of their net assets in municipal bonds that pay interest that is exempt from regular federal personal income tax. A policy has been adopted by each Fund to provide shareholders with at least 60 days notice in the event of a planned change to this investment strategy. Such notice to shareholders will meet the requirements of Rule 35d-1(c) of the 1940 Act.
Nuveen Short Term Municipal Bond Fund
The investment restrictions set forth in paragraphs 1 through 8 below are fundamental and cannot be changed with respect to the Fund without approval by the holders of a majority of the outstanding shares of the Fund as defined in the 1940 Act, i.e., by the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund.
The Fund will not:
1. Concentrate its investments in a particular industry, except that any Fund with one or more industry concentrations implied by its name shall, in normal market conditions, concentrate in securities of issues within that industry or industries. For purposes of this limitation, the U.S.
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Government, and state or municipal governments and their political subdivisions are not considered members of any industry. Whether the Fund is concentrating in an industry shall be determined in accordance with the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.
2. Borrow money or issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.
3. With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. Government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. Government securities) if (a) such purchase would, at the time, cause more than 5% of the Funds total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.
4. Invest in companies for the purpose of control or management.
5. Purchase physical commodities or contracts relating to physical commodities.
6. Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or interests therein or in securities of companies that deal in real estate or mortgages.
7. Act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed an underwriter under applicable laws.
8. Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.
For purposes of applying the limitation set forth in number 1 above, according to the current interpretation by the SEC, the Fund would be concentrated in an industry if 25% or more of its total assets, based on current market value at the time of purchase, were invested in that industry. The Fund will use industry classifications provided by Bloomberg, Barclays, or other similar sources to determine its compliance with this limitation.
For purposes of applying the limitation set forth in number 2 above, under the 1940 Act as currently in effect, the Fund is not permitted to issue senior securities, except that the Fund may borrow from any bank if immediately after such borrowing the value of the Fund's total assets is at least 300% of the principal amount of all of the Fund's borrowings (i.e., the principal amount of the borrowings may not exceed 33 1/3% of the Fund's 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 8 above, there are no limitations with respect to unsecured loans made by the Fund to an unaffiliated party.
Because the Fund refers to tax-free investments in its name, it has a fundamental investment policy that it will normally invest at least 80% of its assets in investments that pay interest exempt from federal income tax, including the federal alternative minimum tax.
The following restrictions are non-fundamental and may be changed by NIFs Board of Directors without a shareholder vote:
The Fund will not:
1. Invest more than 15% of its net assets in all forms of illiquid investments.
2. Borrow money in an amount exceeding 10% of the borrowing Funds total assets and pledge up to 15% of its total assets to secure such borrowings. The Fund will not borrow money for leverage purposes. For the purpose of this investment restriction, the use of options and
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futures transactions and the purchase of securities on a when-issued or delayed delivery basis shall not be deemed the borrowing of money. The Fund will not make additional investments while its borrowings exceed 5% of total assets.
3. Make short sales of securities.
4. Lend portfolio securities representing in excess of one-third of the value of its total assets.
5. Pledge any assets, except in connection with any permitted borrowing and then in amounts not in excess of one-third of the Funds total assets, provided that for the purposes of this restriction, margin deposits, security interests, liens and collateral arrangements with respect to options, futures contracts, options on futures contracts, and other permitted investments and techniques are not deemed to be a pledge of assets for purposes of this limitation.
6. 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.
With respect to the non-fundamental restriction set forth in number 1 above, the Fund will monitor portfolio liquidity on an ongoing basis and, in the event more than 15% of the Funds net assets are invested in illiquid investments, the Fund will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity.
The Board of Directors has adopted guidelines and procedures under which the Funds investment adviser is to determine whether the following types of securities which may be held by the Fund are liquid and to report to the Board concerning its determinations: (i) securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper issued in reliance on the private placement exemption from registration under Section 4(2) of the Securities Act of 1933, whether or not it is eligible for resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse floating and inverse interest-only securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; and (iv) municipal leases and securities that represent interests in municipal leases.
Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities that pay interest that is exempt from federal income tax, including the federal alternative minimum tax. A policy has been adopted by the Fund to provide shareholders with at least 60 days notice in the event of a planned change to this investment strategy. Such notice to shareholders will meet the requirements of Rule 35d-1(c) of the 1940 Act.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Funds investment objectives, principal investment strategies, policies and techniques that appears in the Prospectuses for the Funds. 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 the Funds investment restrictions is set forth above under Investment Restrictions.
If a percentage limitation on investments by a Fund stated in this SAI or its 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. A Fund, which is limited to investing in securities with specified ratings or of a certain credit quality, 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-adviser of the Funds.
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To the extent required by Securities and Exchange Commission ( SEC ) guidelines, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (a) an offsetting position for the same type of financial asset, or (b) cash or liquid securities, designated on the Funds books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (a). Examples of transactions governed by these asset coverage requirements include, for example, options written by the Funds, futures contracts and options on futures contracts, swaps and when-issued and delayed delivery transactions. Assets used as offsetting positions, designated on a Funds books, or held in a segregated account cannot be sold while the positions requiring cover are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.
Each Fund may use derivative instruments, as described below. Generally, a derivative is a financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate or index. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, loans, commodities, interest rates, currency exchange rates, and various domestic and foreign indices. Derivative instruments that some or all of the Funds may use include options contracts, futures contracts, options on futures contracts and swap transactions, all of which are described in more detail below.
The Funds may use derivatives for a variety of reasons, including as a substitute for investing directly in securities and currencies, as an alternative to selling a security short, as part of a hedging strategy (that is, for the purpose of reducing risk to a Fund), to manage the effective duration of a Funds portfolio, or for other purposes related to the management of the Funds. Derivatives permit a Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, 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 a Funds performance.
No Fund will make any hedging investment (whether an initial premium or deposit or a subsequent deposit) other than as necessary to close a prior investment if, immediately after such investment, the sum of the amount of its premiums and deposits, with respect to all currently effective hedging investments, would exceed 5% of such series net assets. Each Fund will invest in these instruments only in markets believed by Nuveen Asset Management to be active and sufficiently liquid.
Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. If a Fund invests in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the Funds return or result in a loss. A Fund also could experience losses or limit its gains if the performance of its derivatives is poorly correlated with the underlying instruments or the Funds other investments, or if the Fund is unable to liquidate its position because of an illiquid secondary market. The market for derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.
While transactions in some derivatives may be effected on established exchanges, many other derivatives are privately negotiated and entered into in the over-the-counter market with a single counterparty. When exchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands between each buyer and seller and effectively guarantees performance of each contract, either on a limited basis through a guaranty fund or to the full extent of the clearing agencys balance sheet. Transactions in over-the-counter derivatives have no such protection. Each party to an over-the-counter derivative bears the risk that its direct counterparty will default. In addition, over-the-counter derivatives may be less liquid than exchange-traded derivatives since the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it.
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Derivatives generally involve leverage in the sense that the investment exposure created by the derivative is significantly greater than the Funds initial investment in the derivative. As discussed above under Asset Coverage Requirements, a Fund may be required to segregate permissible liquid assets, or engage in other permitted measures, to cover the Funds obligations relating to its transactions in derivatives. For example, in the case of futures contracts that are not contractually required to cash settle, a Fund must set aside liquid assets equal to such contracts full notional value (generally, the total numerical value of the asset underlying a future contract at the time of valuation) while the positions are open. With respect to futures contracts that are contractually required to cash settle, however, a Fund is permitted to set aside liquid assets in an amount equal to the Funds daily mark-to-market net obligation (i.e., the Funds daily net liability) under the contracts, if any, rather than such contracts full notional value. By setting aside assets equal to only its net obligations under cash-settled futures contracts, the Fund may employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.
Derivatives also may involve other types of leverage. For example, an instrument linked to the value of a securities index may return income calculated as a multiple of the price movement of the underlying index. This leverage will increase the volatility of these derivatives since they may increase or decrease in value more quickly than the underlying instruments.
The particular derivative instruments the Funds can use are described below. A Funds portfolio manager may decide not to employ some or all of these instruments, and there is no assurance that any derivatives strategy used by a Fund will succeed. The Funds may employ new derivative instruments and strategies when they are developed, if those investment methods are consistent with the particular Funds investment objective and are permissible under applicable regulations governing the Fund.
Futures and Options on Futures
The Funds may engage in futures transactions as a principal investment strategy. The Funds may buy and sell futures contracts that relate to: (1) interest rates, (2) debt securities, and (3) bond indices. The Funds also may buy and write options on the futures contracts in which they may invest ( futures options ) and may write straddles, which consist of a call and a put option on the same futures contract. The Funds will only write options and straddles which are covered. This means that, when writing a call option, a Fund must either segregate liquid assets with a value equal to the fluctuating market value of the optioned futures contract, or the Fund must own an option to purchase the same futures contract having an exercise price that is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets. When writing a put option, a Fund must segregate liquid assets in an amount not less than the exercise price, or own a put option on the same futures contract where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets. A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligations. A Fund may use the same liquid assets to cover both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money. The Funds may only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.
A futures contract is an agreement between two parties to buy and sell a security, index, interest rate, currency or commodity (each a financial instrument ) for a set price on a future date. Certain futures contracts, such as futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures contract (same exchange, underlying financial instrument, and delivery month). Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial
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instrument at the close of the last trading day of the contract and the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.
Unlike when a Fund purchases or sells a security, no price is paid or received by a Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit with the futures broker, known as a futures commission merchant ( FCM ), an amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held in the margin account generally is not income producing. However, coupon-bearing securities, such as Treasury securities, held in margin accounts generally will earn income. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by a Fund as unrealized gains or losses. At any time prior to expiration of the futures contract, a Fund may elect to close the position by taking an opposite position that will operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the amount received by the FCMs other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs and the Fund may have to segregate additional liquid assets in accordance with applicable SEC requirements. See Asset Coverage Requirements above.
A futures option gives the purchaser of such option 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 at any time during the period of the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the writer is assigned the opposite short position. Upon the exercise of a put option, the opposite is true. Futures options possess many of the same characteristics as options on securities, currencies and indices (discussed below under Options Transactions).
Limitations on the Use of Futures and Futures Options. The Registrants have filed a notice of eligibility for exclusion from the definition of the term commodity pool operator with the National Futures Association, the Futures industrys self-regulatory organization. A Fund will not enter into Futures and options transactions if the sum of the initial margin deposits and premiums paid for unexpired options exceeds 5% of the Funds total assets. In addition, a Fund will not enter into Futures Contracts and options transactions if more than 30% of its net assets would be committed to such instruments.
On February 9, 2012, the CFTC adopted amendments to its rules that, once effective, may affect the ability of the Registrants, on behalf of the Funds, to continue to claim this exclusion. A Fund that seeks to claim the exclusion after the effectiveness of the amended rules would be limited in its ability to use futures and options on futures or commodities or engage in swap transactions. If a Fund were no longer able to claim the exclusion, the Adviser would be required to register as a commodity pool operator, and such Fund and the Adviser would be subject to regulation under the Commodity Exchange Act.
Risks Associated with Futures and Futures Options. There are risks associated with the use of futures contracts and futures options. A purchase or sale of a futures contract may result in a loss in excess of the amount invested in the futures contract.
If futures are used for hedging purposes, there can be no guarantee that there will be a correlation between price movements in the futures contract and in the underlying financial instruments that are being hedged. This could result from differences between the financial instruments being hedged and the financial instruments underlying the standard contracts available for trading (e.g., differences in interest rate levels, maturities and the creditworthiness of issuers). In addition, price movements of futures contracts may not correlate perfectly with price movements of the financial instruments underlying the futures contracts due to certain market distortions.
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Successful use of futures by the Funds also is subject to the Advisers ability to predict correctly movements in the direction of the relevant market. For example, if a Fund uses futures to hedge against the possibility of a decline in the market value of securities held in its portfolio and the prices of such securities increase instead, the Fund will lose part or all of the benefit of the increased value of the securities which it has hedged because it will have offsetting losses in its futures positions. Furthermore, if in such circumstances the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. The Fund may have to sell such securities at a time when it may be disadvantageous to do so.
There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed. Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily 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 the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
Options Transactions
To the extent set forth below, the Funds may purchase put and call options on interest rates and bond indices. Options on futures contracts are discussed above under Futures and Options on Futures.
Options on Interest Rates and Indices. The Funds may purchase put and call options on interest rates and on bond indices. An option on interest rates or on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the underlying interest rate or index is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the exercise-settlement value of the interest rate option or the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the multiplier). The writer of the option is obligated, for the premium received, to make delivery of this amount. Settlements for interest rate and index options are always in cash.
Expiration or Exercise of Options. If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security, currency or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.
A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security, currency or index in relation to the exercise price of the option, the volatility of the underlying security, currency or index, and the time remaining until the expiration date.
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Risks Associated with Options Transactions. There are several risks associated with options transactions. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
When a Fund purchases a put or call option, it risks a total loss of the premium paid for the option, plus any transaction costs, if the price of the underlying security does not increase or decrease sufficiently to justify the exercise of such option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. There is also a risk that, if restrictions on exercise were imposed, a Fund might be unable to exercise an option it had purchased.
Interest Rate Caps, Floors and Collars
The Funds may enter into interest rate caps, floors and collars. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor or vice versa to protect a Fund against interest rate movements exceeding given minimum or maximum levels.
Risks Associated with Interest Rate Caps, Floors and Collars Transactions. The use of interest rate caps, floors and collars transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If the sub-adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors the investment performance of a Fund would diminish compared with what it would have been if these techniques were not used. A Fund may only close out a cap, floor or collar with its particular counterparty, and may only transfer a position with the consent of that counterparty. In addition, the price at which a Fund may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, a Fund will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including potential government regulation, could adversely affect a Funds ability to terminate existing agreements or to realize amounts to be received under such agreements.
Swap Agreements
The Funds, other than Nuveen Short Term Municipal Bond Fund, may invest in swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to several years. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount (the amount or value of the underlying asset used in computing the particular interest rate, return, or other amount to be exchanged) in a particular foreign currency, or in a basket of securities representing a particular index. Swap agreements may include (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or cap; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level or floor; and (iii) interest rate collars, under which a party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels or collar amounts.
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The Funds may enter into interest rate, credit default, securities index, commodity, or security and currency exchange rate swap agreements for any purpose consistent with each Funds investment objective, such as for the purpose of attempting to obtain, enhance, or preserve a particular desired return or spread at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return or spread. The Funds also may enter into swaps in order to protect against an increase in the price of, or the currency exchange rate applicable to, securities that the Funds anticipate purchasing at a later date.
Whether the Funds use of swap agreements will be successful in furthering their investment objectives will depend, in part, on the ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments and the changes in the future values, indices, or rates covered by the swap agreement. Swap agreements may be considered to be illiquid. Moreover, the Funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Funds will enter swap agreements only with counterparties that Nuveen Asset Management reasonably believes are capable of performing under the swap agreements. If there is a default by the other party to such a transaction, the Funds will have to rely on their contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction. Certain restrictions imposed on the Funds by the Internal Revenue Code of 1986 may limit the Funds ability to use swap agreements. The swap market is largely unregulated.
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), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), but that are deemed to be illiquid; and repurchase agreements with maturities in excess of seven days. However, 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 Nuveen Asset Management in making those liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed Nuveen Asset Management 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, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid securities will be priced at fair value as determined in good faith by the Board of Trustees or its delegate. If, through the appreciation of illiquid securities or the depreciation of liquid securities, 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 take such steps as is deemed advisable, if any, to protect liquidity.
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Inflation-Linked Debt Securities
Nuveen Inflation Protected Municipal Bond Fund invests in inflation-linked debt securities, which include fixed and floating rate debt securities of varying maturities issued by the U.S. government, its agencies and instrumentalities, such as Treasury Inflation-Protected Securities (TIPS), as well as securities issued by other entities such as corporations, municipalities, foreign governments and foreign issuers, including foreign issuers from emerging markets. Typically, such securities are structured as fixed income investments whose principal value is periodically adjusted according to the rate of inflation. The following two structures are common: (i) the U.S. Treasury and some other issuers issue inflation-linked securities that accrue inflation into the principal value of the security and (ii) other issuers may pay out the Consumer Price Index for All Urban Consumers Non-Seasonally Adjusted (CPI-UNSA) accruals as part of a semi-annual coupon. Other types of inflation-linked securities exist which use an inflation index other than the CPI-UNSA.
Inflation-linked securities issued by the U.S. Treasury, such as TIPS, have maturities of five, ten, twenty and thirty years, although it is possible that securities with other maturities will be issued in the future. Typically, TIPS pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. For example, if the Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years inflation of 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%). If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. Other inflation-related bonds exist that may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-linked securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-linked securities. While inflation-linked securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
The periodic adjustment of U.S. inflation-linked securities is tied to the CPI-UNSA, which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-UNSA is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-linked securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-UNSA or a foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S.
Any increase in the principal amount of an inflation-linked security will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Making of Loans to Issuers of Bonds Already in the Portfolio
A Fund, other than Nuveen Short Term Municipal Bond Fund, may make a loan to (as opposed to investing in a bond issued by) an entity whose bonds that Fund already owns in its portfolio, in instances where Nuveen Asset Management believes that doing so will enhance the value of the Funds total investments (both bonds and loans) in obligations of that entity. Typically, such loans will
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be made to entities suffering severe economic distress, oftentimes in or near bankruptcy. Making a loan to such an entity may enable the entity to remain a going concern and enable the entity to both repay the loan as well as be better able to pay interest and principal on the pre-existing bonds, instead of forcing the Fund to liquidate the entitys assets, which can reduce recovery value. It is generally much more time-consuming and expensive for a troubled entity to issue additional bonds, instead of borrowing, as a means of obtaining liquidity in times of severe financial need.
Municipal Bonds and Other Municipal Obligations
The Funds invest principally in municipal bonds and other municipal obligations. These bonds and other obligations are issued by the states and by their local and special-purpose political subdivisions. The term municipal bond includes short-term municipal notes issued by the states and their political subdivisions, including, but not limited to, tax anticipation notes ( TANs ), bond anticipation notes ( BANs ), revenue anticipation notes ( RANs ), construction loan notes, tax free commercial paper, and tax free participation certificates. In general, municipal obligations include debt obligations issued by states, cities and local authorities to obtain funds for various public purposes, including construction of a wide range of public facilities such as airports, bridges, highways, hospitals, housing, mass transportation, schools, streets and water and sewer works. Industrial development bonds and pollution control bonds that are issued by or on behalf of public authorities to finance various privately-rated facilities are included within the term municipal obligations if the interest paid thereon is exempt from federal income tax.
Obligations of issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. In addition, the obligations of such issuers may become subject to the laws enacted in the future by Congress, state legislatures or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon municipalities to levy taxes. There is also the possibility that, as a result of legislation or other conditions, the power or ability of any issuer to pay, when due, the principal of and interest on its municipal obligations may be materially affected.
Municipal Bonds
The two general classifications of municipal bonds are general obligation bonds and revenue bonds. General obligation bonds are secured by the governmental issuers pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligations. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bond and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities.
Revenue bonds for private facilities usually do not represent a pledge of the credit, general revenues or taxing powers of issuing governmental entity. Instead, the private company operating the facility is the sole source of payment of the obligation. Sometimes, the funds for payment of revenue bonds come solely from revenue generated by operation of the facility. Revenue bonds which are not backed by the credit of the issuing governmental entity frequently provide a higher rate of return than other municipal obligations, but they entail greater risk than obligations which are guaranteed by a governmental unit with taxing power. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Funds may invest.
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Refunded Bonds
The Funds may invest in refunded bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations sufficient for paying the bondholders. There are two types of refunded bonds: pre-refunded bonds and escrowed-to-maturity ( ETM ) bonds. The escrow fund for a pre-refunded municipal bond may be structured so that the refunded bonds are to be called at the first possible date or a subsequent call date established in the original bond debenture. The call price usually includes a premium from 1% to 3% above par. This type of structure usually is used for those refundings that either reduce the issuers interest payment expenses or change the debt maturity schedule. In escrow funds for ETM refunded municipal bonds, the maturity schedules of the securities in the escrow funds match the regular debt-service requirements on the bonds as originally stated in the bond indentures.
Municipal Leases and Certificates of Participation
The Funds also may purchase municipal lease obligations, primarily through certificates of participation. Certificates of participation in municipal leases are undivided interests in a lease, installment purchase contract or conditional sale contract entered into by a state or local governmental unit to acquire equipment or facilities. Municipal leases frequently have special risks which generally are not associated with general obligation bonds or revenue bonds.
Municipal leases and installment purchase or conditional sales contracts (which usually provide for title to the leased asset to pass to the governmental issuer upon payment of all amounts due under the contract) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of municipal debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases and contracts of non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body on a yearly or other periodic basis. Although these kinds of obligations are secured by the leased equipment or facilities, the disposition of the pledged property in the event of non-appropriation or foreclosure might, in some cases, prove difficult and time-consuming. In addition, disposition upon non-appropriation or foreclosure might not result in recovery by a Fund of the full principal amount represented by an obligation.
Derivative Municipal Securities
The Funds may also acquire derivative municipal securities, which are custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits them in an irrevocable trust or custodial account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligation.
The principal and interest payments on the municipal securities underlying custodial receipts may be allocated in a number of ways. For example, payments may be allocated such that certain custodial receipts may have variable or floating interest rates and others may be stripped securities which pay only the principal or interest due on the underlying municipal securities. The Funds may invest in custodial receipts which have inverse floating interest rates and other inverse floating rate municipal obligations, as described below under Inverse Floating Rate Municipal Obligations.
Variable Rate Demand Notes (VRDNs)
VRDNs are long-term municipal obligations that have variable or floating interest rates and provide a Fund with the right to tender the security for repurchase at its stated principal amount plus accrued interest. Such securities typically bear interest at a rate that is intended to cause the securities to trade at par. The interest rate may float or be adjusted at regular intervals (ranging from daily to annually), and is normally based on an applicable interest index or another published interest rate or interest rate index. Most VRDNs allow a Fund to demand the repurchase of the security on not more than seven days prior notice. Other notes only permit a Fund to tender the security at the time of
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each interest rate adjustment or at other fixed intervals. Variable interest rates generally reduce changes in the market value of municipal obligations from their original purchase prices. Accordingly, as interest rates decrease, the potential for capital appreciation is less for variable rate municipal obligations than for fixed income obligations.
Inverse Floating Rate Municipal Securities
The Funds, other than Nuveen Inflation Protected Municipal Bond Fund, may invest in inverse floating rate municipal securities or inverse floaters, whose rates vary inversely to interest rates on a specified short-term municipal bond index or on another instrument. Such securities involve special risks as compared to conventional fixed-rate bonds. Should short-term interest rates rise, a Funds investment in inverse floaters likely would adversely affect the Funds earnings and distributions to shareholders. Also, because changes in the interest rate on the other index or other instrument inversely affect the rate of interest received on an inverse floater, and because inverse floaters essentially represent a leveraged investment in a long-term bond, the value of an inverse floater is generally more volatile than that of a conventional fixed-rate bond having similar credit quality, redemption provisions and maturity. Although volatile in value, inverse floaters typically offer the potential for yields substantially exceeding the yields available on conventional fixed-rate bonds with comparable credit quality, coupon, call provisions and maturity. The markets for inverse floating rate securities may be less developed and have less liquidity than the markets for conventional securities. The Funds will only invest in inverse floating rate securities whose underlying bonds are rated A or higher.
Non-Investment Grade Debt Securities (Junk Bonds)
Under normal circumstances, at least 65% of Nuveen High Yield Municipal Bond Funds net assets will be invested in non-investment grade debt securities. The other Funds may also invest in non-investment grade debt securities, which are medium- to low-quality Municipal Obligations. Municipal Obligations rated below investment grade (BB/Ba or lower) are commonly known as high-yield, high risk or junk bonds. Junk bonds, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuers capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. Refer to Appendix A of this Statement of Additional Information for a discussion of securities ratings.
(1) Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. In addition, the market values of junk bond securities tend to reflect individual issuer developments to a greater extent than do the market values of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Junk bond securities also tend to be more sensitive to economic conditions than are higher rated securities. As a result, they generally involve more credit risk than securities in the higher rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of junk bond securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The risk of loss due to default by an issuer of these securities is significantly greater than by an issuer of higher rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a junk bond security defaults, the Fund may incur additional expenses to seek recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of these and thus in the Funds net asset value.
The value of a junk bond security will generally decrease in a rising interest rate market and, accordingly, so will the Funds net asset value. If the Fund experiences unexpected net redemptions in such a market, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of junk bond securities, the Fund may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce the Funds asset base over which expenses could be allocated and could result in a reduced rate of return for the Fund.
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(2) Payment Expectations. Junk bond securities typically contain redemption, call, or prepayment provisions that permit the issuer of securities containing such provisions to redeem the securities at its discretion. During periods of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them, the Fund may have to replace the securities with lower yielding securities, which could result in a lower return for the Fund.
(3) Credit Ratings. Credit ratings are issued by credit rating agencies and are indicative of the rated securities safety of principal and interest payments. They do not, however, evaluate the market value risk of junk bond securities and, therefore, may not fully reflect the true risks of such an investment. In addition, credit rating agencies may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in junk bonds will depend more upon credit analysis by Nuveen Asset Management than investments in investment grade debt securities. Nuveen Asset Management employs its own credit research and analysis, which includes a study of the issuers existing debt, capital structure, ability to service debts and pay dividends, sensitivity to economic conditions, operating history, and current earnings trend. Nuveen Asset Management continually monitors the Funds investments and carefully evaluates whether to dispose of or to retain junk bond securities whose credit ratings or credit quality may have changed.
(4) Liquidity and Valuation. A Fund may have difficulty disposing of certain junk bond securities, as may the other Funds to the extent they invest in junk bonds, because there may be a thin trading market for such securities. Not all dealers maintain markets in all junk bond securities. As a result, there is no established retail secondary market for many of these securities. The Funds anticipate that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its securities. Market quotations are generally available on many junk bond issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of junk bond securities, especially in a thinly traded market.
Nuveen High Yield Municipal Bond Fund may invest up to 10% of its net assets in defaulted municipal obligations. Municipal obligations in the lowest rating categories may be in default and are generally regarded as having poor prospects of attaining any real investment standing. A default or expected default in a municipal obligation owned by the Fund could result in a significant decline in the value of that municipal obligation.
Nuveen Short Term Municipal Bond Fund may invest in other investment companies, such as mutual funds, closed-end funds, and exchange-traded funds ( ETFs ). Under the 1940 Act, the Funds investment in such securities, subject to certain exceptions, currently is limited to 3% of the total voting stock of any one investment company; 5% of the Funds total assets with respect to any one investment company; and 10% of the Funds total assets in the aggregate. The Fund will only invest in other investment companies that invest in Fund-eligible investments. The Funds investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.
If the Fund invests in other investment companies, Fund shareholders will bear not only their proportionate share of the Funds expenses, but also, indirectly, the similar expenses of the underlying investment companies. Shareholders would also be exposed to the risks associated not only to the Fund, but also to the portfolio investments of the underlying investment companies.
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Shares of certain closed-end funds may at times be acquired only at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to the Fund and its shareholders. The underlying securities in an ETF may not follow the price movements of the industry or sector the ETF is designed to track. Trading in an ETF may be halted if the trading in one or more of the ETFs underlying securities is halted, which could result in the ETF being more volatile.
Other Investment Policies and Techniques of Nuveen High Yield Municipal Bond Fund
Structured Notes. Nuveen High Yield Municipal Bond Fund may invest in structured notes, including total rate of return swaps with rates of return determined by reference to the total rate of return on one or more loans references in such notes. The rate of return on a structured note may be determined by applying a multiplier to the rate of total return on the referenced loan or loans. Application of a multiplier is comparable to the use of leverage which magnifies the potential for gain and the risk of loss because a relatively small decline in the value of a referenced note could result in a relatively large loss in the value of the structured note.
Mortgage-Backed Securities. Nuveen High Yield Municipal Bond Fund may invest in fixed-income obligations backed by a pool of mortgages. Mortgage-backed securities are issued both by U.S. government agencies, including the Government National Mortgage Association (GNMA) the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC) and by private entities. The payment of interest and principal on securities issued by U.S. government agencies is guaranteed by the full faith and credit of the U.S. government (in the case of GNMA securities) or the issuer (in the case of FNMA and FHLMC securities). However, the guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates. Mortgage-backed securities issued by private entities are structured similarly to mortgage-backed securities issued by GNMA, FNMA and FHLMC. These securities and the underlying mortgages are not guaranteed by government agencies. However, these securities generally are structured with one or more types of credit enhancement by a third party. Mortgage-backed securities permit borrowers to prepay their underlying mortgages. Prepayments by borrowers on underlying obligations can alter the effective maturity of these instruments.
Standby Commitments. Nuveen High Yield Municipal Bond Fund may obtain standby commitments when it purchases Municipal Obligations. A standby commitment gives the holder the right to sell the underlying security to the seller at an agreed-upon price on certain dates or within a specified period. The Fund will acquire standby commitments solely to facilitate portfolio liquidity and not with a view to exercising them at a time when the exercise price may exceed the current value of the underlying securities. If the exercise price of a standby commitment held by the Fund should exceed the current value of the underlying securities, the Fund may refrain from exercising the standby commitment in order to avoid causing the issuer of the standby commitment to sustain a loss and thereby jeopardizing the Funds business relationship with the issuer. The Fund will enter into standby commitments only with banks and securities dealers that, in the opinion of Nuveen Asset Management, present minimal credit risks. However, if a securities dealer or bank is unable to meet its obligation to repurchase the security when the Fund exercises a standby commitment, the Fund might be unable to recover all or a portion of any loss sustained from having to sell the security elsewhere. Standby commitments will be valued at zero in determining the Funds net asset value.
Payment-In-Kind Debentures and Delayed Interest Securities
The Funds, as a non-principal investment strategy, may invest in debentures the interest on which may be paid in other securities rather than cash ( PIKs ) or may be delayed ( delayed interest securities ). Typically, during a specified term prior to the debentures maturity, the issuer of a PIK may provide for the option or the obligation to make interest payments in debentures, common stock or other instruments (i.e., in kind rather than in cash). The type of instrument in which interest may or will be paid would be known by a Fund at the time of investment. While PIKs generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Internal Revenue Code (the Code ).
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Unlike PIKs, delayed interest securities do not pay interest for a specified period. Because values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly, they may be more speculative than such securities.
Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund
Each Prospectus discusses briefly the ability of the Funds to invest a portion of their assets in federally tax-exempt or taxable short-term securities or shares of money market funds (short-term investments). Short-term investments will not exceed 20% of a Funds assets except when made for defensive purposes. The Funds will invest only in taxable short-term investments that are either U.S. government securities or are rated within the highest grade by Moodys, S&P, or Fitch and mature within one year from the date of purchase or carry a variable or floating rate of interest. See Appendix A for more information about ratings by Moodys, S&P, and Fitch.
The Funds may invest in the following federally tax-exempt short-term investments:
Bond Anticipation Notes (BANs) are usually general obligations of state and local governmental issuers, which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its BANs is primarily dependent on the issuers access to the long-term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest on the BANs.
Tax Anticipation Notes (TANs) are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer. A weakness in an issuers capacity to raise taxes due to, among other things, a decline in its tax base or a rise in delinquencies, could adversely affect the issuers ability to meet its obligations on outstanding TANs.
Revenue Anticipation Notes (RANs) are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. A decline in the receipt of projected revenues, such as anticipated revenues from another level of government, could adversely affect an issuers ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs.
Construction Loan Notes are issued to provide construction financing for specific projects. Frequently, these notes are redeemed with funds obtained from the Federal Housing Administration.
Bank Notes are notes issued by local government bodies and agencies as those described above to commercial banks as evidence of borrowings. The purposes for which the notes are issued are varied, but they are frequently issued to meet short-term working capital or capital- project needs. These notes may have risks similar to the risks associated with TANs and RANs.
Tax-Exempt Commercial Paper (Municipal Paper) represents very short-term unsecured, negotiable promissory notes, issued by states, municipalities and their agencies. Payment of principal and interest on issues of municipal paper may be made from various sources, to the extent the funds are available therefrom. Maturities of municipal paper generally will be shorter than the maturities of TANs, BANs or RANs. There is a limited secondary market for issues of municipal paper.
Certain Municipal Obligations may carry variable or floating rates of interest whereby the rate of interest is not fixed, but varies with changes in specified market rates or indices, such as a bank prime rate or a tax-exempt money market index.
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While these various types of notes as a group represent the major portion of the tax-exempt note market, other types of notes are occasionally available in the marketplace and each Fund may invest in such other types of notes to the extent permitted under its investment objective, policies and limitations. Such notes may be issued for different purposes and may be secured differently from those mentioned above.
Municipal Money Market Funds that pay interest income exempt from regular federal and, in some cases, state and local income taxes. The Funds will bear their proportionate share of the money market funds fees and expenses.
The Funds may also invest in the following taxable short-term investments:
Certificates of Deposit (CDs) A certificate of deposit is a negotiable interest bearing instrument with a specific maturity. CDs are issued by banks in exchange for the deposit of funds and normally can be traded in the secondary market, prior to maturity. The Funds will only invest in U.S. dollar denominated CDs issued by U.S. banks with assets of $1 billion or more.
Commercial Paper Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations. Maturities on these issues vary from a few days to nine months. Commercial paper may be purchased from U.S. corporations.
Taxable Money Market Funds These funds pay interest income that is taxable on the federal and state levels. The Funds will bear their proportionate share of the money market funds fees and expenses.
U.S. Government Direct Obligations are issued by the United States Treasury and include bills, notes and bonds.
Treasury | bills are issued with maturities of up to one year. They are issued in bearer form, are sold on a discount basis and are payable at par value at maturity. |
Treasury | notes are longer-term interest bearing obligations with original maturities of one to seven years. |
Treasury | bonds are longer-term interest-bearing obligations with original maturities from five to thirty years. |
U.S. Government Agencies Securities Certain federal agencies have been established as instrumentalities of the U.S. government to supervise and finance certain types of activities. These agencies include, but are not limited to, the Bank for Cooperatives, Federal Land Banks, Federal Intermediate Credit Banks, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Export-Import Bank of the United States, and Tennessee Valley Authority. Issues of these agencies, while not direct obligations of the U.S. government, are either backed by the full faith and credit of the United States or are guaranteed by the Treasury or supported by the issuing agencies right to borrow from the Treasury. There can be no assurance that the U.S. government itself will pay interest and principal on securities as to which it is not legally so obligated.
Each Fund reserves the right for liquidity or defensive purposes (such as thinness in the market for municipal securities or an expected substantial decline in value of long-term obligations), to invest temporarily up to 20% of its assets in obligations issued or guaranteed by the U.S. Government and its agencies or instrumentalities. Interest on each instrument is taxable for federal income tax purposes and would reduce the amount of tax-free interest payable to shareholders.
Other Corporate Obligations The Funds may purchase notes, bonds and debentures issued by corporations if at the time of purchase there is less than one year remaining until maturity or if they carry a variable or floating rate of interest.
Repurchase Agreements A repurchase agreement is a contractual agreement whereby the seller of securities (U.S. government or Municipal Obligations) agrees to repurchase the same security at a specified price on a future date agreed upon by the parties. The agreed upon repurchase price determines the yield during a Funds holding period. Repurchase agreements
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are considered to be loans collateralized by the underlying security that is the subject of the repurchase contract. The Funds will only enter into repurchase agreements with dealers, domestic banks or recognized financial institutions that in the opinion of Nuveen Asset Management present minimal credit risk. The risk to the Funds is limited to the ability of the issuer to pay the agreed-upon repurchase price on the delivery date; however, although the value of the underlying collateral at the time the transaction is entered into always equals or exceeds the agreed-upon repurchase price, if the value of the collateral subsequently declines there is a risk of loss of both principal and interest. In the event of default, the collateral may be sold but a Fund might incur a loss if the value of the collateral declines, and might incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller of the security, realization upon the collateral by a Fund may be delayed or limited. Nuveen Asset Management will monitor the value of collateral at the time the transaction is entered into and at all times subsequent during the term of the repurchase agreement in an effort to determine that the value always equals or exceeds the agreed upon price. In the event the value of the collateral declined below the repurchase price, Nuveen Asset Management will demand additional collateral from the issuer to increase the value of the collateral to at least that of the repurchase price. Each of the Funds will not invest more than 10% of its assets in repurchase agreements maturing in more than seven days.
Nuveen Short Term Municipal Bond Fund
Repurchase Agreements. Nuveen Short Term Municipal Bond Fund may invest in repurchase agreements. Ordinarily, the Fund does not expect its investment in repurchase agreements to exceed 10% of its total assets. However, because the Fund may invest without limit in cash and short-term securities for temporary defensive purposes, there is no limit on the Funds ability to invest in repurchase agreements. A repurchase agreement involves the purchase by the Fund of securities with the agreement that after a stated period of time, the original seller will buy back the same securities (collateral) at a predetermined price or yield. Repurchase agreements involve certain risks not associated with direct investments in securities. If the original seller defaults on its obligation to repurchase as a result of its bankruptcy or otherwise, the purchasing Fund will seek to sell the collateral, which could involve costs or delays. Although collateral (which may consist of any fixed income security which is an eligible investment for the Fund entering into the repurchase agreement) will at all times be maintained in an amount equal to the repurchase price under the agreement (including accrued interest), the Fund would suffer a loss if the proceeds from the sale of the collateral were less than the agreed-upon repurchase price. The Adviser will monitor the creditworthiness of the firms with which the Fund enters into repurchase agreements.
The Funds custodian will hold the securities underlying any repurchase agreement, or the securities will be part of the Federal Reserve/Treasury Book Entry System. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the Fund will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest).
Short-Term Temporary Investments. In an attempt to respond to adverse market, economic, political or other conditions, Nuveen Short Term Municipal Bond Fund may temporarily invest without limit in a variety of short-term instruments such as commercial paper and variable amount master demand notes; U.S. dollar-denominated time and savings deposits (including certificates of deposit); bankers acceptances; obligations of the U.S. government or its agencies or instrumentalities; repurchase agreements collateralized by eligible investments of the Fund; securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less (which investments also are subject to an advisory fee); and other similar high-quality short-term U.S. dollar-denominated obligations.
Nuveen Short Term Municipal Bond Fund may also invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit,
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which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, the Fund may only invest in bank instruments issued by an institution which has capital, surplus and undivided profits of more than $100 million or the deposits of which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund.
A brief description of certain kinds of short-term instruments follows:
Commercial Paper . Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return. Subject to the limitations described in the Prospectus, the Funds may purchase commercial paper consisting of issues rated at the time of purchase within the two highest rating categories by Standard & Poors, Fitch or Moodys, or which have been assigned an equivalent rating by another nationally recognized statistical rating organization. The Funds also may invest in commercial paper that is not rated but that is determined by the Adviser to be of comparable quality to instruments that are so rated. For a description of the rating categories of Standard & Poors, Fitch and Moodys, see Appendix A.
Bankers Acceptances. Bankers acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity.
Variable Amount Master Demand Notes. Variable amount master demand notes are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between the Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, the Fund may demand payment of principal and accrued interest at any time. While the notes are not typically rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial, and other business concerns) must satisfy the same criteria as set forth above for commercial paper. The Adviser will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand.
Variable Rate Demand Obligations . Variable rate demand obligations (VRDOs) are securities in which the interest rate is adjusted at pre-designated periodic intervals. VRDOs may include a demand feature which is a put that entitles the holder to receive the principal amount of the underlying security or securities and which may be exercised either at any time on no more than 30 days notice or at specified intervals not exceeding 397 calendar days on no more than 30 days notice.
Temporary Taxable Investments. Nuveen Short Term Municipal Bond Fund may make temporary taxable investments. Temporary taxable investments will include only the following types of obligations maturing within 13 months from the date of purchase: (i) obligations of the U.S. government, its agencies and instrumentalities (including zero coupon securities); (ii) commercial paper rated not less than A-1 by Standard & Poors, F1 by Fitch or P-1 by Moodys or which has been assigned an equivalent rating by another nationally recognized statistical rating organization; (iii) other short-term debt securities issued or guaranteed by corporations having outstanding debt rated not less than BBB- by Standard & Poors or Fitch or Baa3 by Moodys or which have been assigned an equivalent rating by another nationally recognized statistical rating organization; (iv) certificates of deposit of domestic commercial banks subject to regulation by the U.S. government or any of its agencies or instrumentalities, with assets of $500 million or more based on the most recent published reports; and (v) repurchase agreements with domestic banks or securities dealers involving any of the securities which the Fund is permitted to hold.
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U.S. Government Securities. Nuveen Short Term Municipal Bond Fund may invest in U.S. government securities. The U.S. government securities in which the Fund may invest are either issued or guaranteed by the U.S. government, its agencies or instrumentalities. The U.S. government securities in which the Fund invests principally are:
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direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds; |
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notes, bonds, and discount notes issued and guaranteed by U.S. government agencies and instrumentalities supported by the full faith and credit of the United States; |
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notes, bonds, and discount notes of U.S. government agencies or instrumentalities which receive or have access to federal funding; |
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notes, bonds, and discount notes of other U.S. government instrumentalities supported only by the credit of the instrumentalities; and |
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obligations that are issued by private issuers and guaranteed under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program. |
U.S. Treasury obligations include separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities (STRIPS) , which are transferable through the Federal book-entry system. STRIPS are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations.
The government securities in which the Fund may invest are backed in a variety of ways by the U.S. government or its agencies or instrumentalities. Some of these securities, such as Government National Mortgage Association (GNMA) mortgage-backed securities, are backed by the full faith and credit of the U.S. government. Other securities, such as obligations of the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC) are backed by the credit of the agency or instrumentality issuing the obligations but not the full faith and credit of the U.S. government. No assurances can be given that the U.S. government will provide financial support to these other agencies or instrumentalities because it is not obligated to do so.
Variable, Floating, and Fixed Rate Debt Obligations
The debt obligations in which the Funds invest as either a principal or non-principal investment strategy may have variable, floating, or fixed interest rates. Variable rate securities provide for periodic adjustments in the interest rate. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on floating rate securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. Variable and floating rate securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity. In order to most effectively use these securities, the Adviser must correctly assess probable movements in interest rates. If the Adviser incorrectly forecasts such movements, a Fund could be adversely affected by use of variable and floating rate securities.
Fixed rate securities pay a fixed rate of interest and tend to exhibit more price volatility during times of rising or falling interest rates than securities with variable or floating rates of interest. The value of fixed rate securities will tend to fall when interest rates rise and rise when interest rates fall. The value of variable or floating rate securities, on the other hand, fluctuates much less in response to market interest rate movements than the value of fixed rate securities. This is because variable and floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments according to a specified formula, usually with reference to some interest rate index or market interest rate. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like variable or floating rate securities with respect to price volatility.
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When-Issued and Delayed Delivery Transactions
Each Fund may purchase securities on a when-issued or delayed delivery basis. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. A Fund will not accrue income with respect to securities purchased on a when-issued or delayed delivery basis prior to their stated delivery date.
The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a Funds purchase of securities on a when-issued or delayed delivery basis while remaining substantially fully invested could increase the amount of the Funds total assets that are subject to market risk, resulting in increased sensitivity of net asset value to changes in market prices. A sellers failure to deliver securities to a Fund could prevent the Fund from realizing a price or yield considered to be advantageous.
When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, the Fund will segregate cash or liquid securities in an amount sufficient to meet the Funds purchase commitments. It may be expected that a Funds net assets will fluctuate to a greater degree when it sets aside securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid securities to satisfy its purchase commitments, its liquidity and the ability of the Adviser to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever became significant. Under normal market conditions, however, Nuveen Short Term Municipal Bond Funds commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets. The Funds will only make commitments to purchase municipal obligations on a when-issued or delayed-delivery basis with the intention of actually acquiring the securities, but the Funds reserve the right to sell these securities before the settlement date if it is deemed advisable.
Each Fund also may buy when-issued and delayed-delivery securities that settle more than 60 days after purchase. These transactions are called forwards. Municipal forwards pay higher interest after settlement than standard bonds, to compensate the buyer for bearing market risk and deferring income during the settlement period, and can often be bought at attractive prices and yields. If a Fund knows that a portfolio bond will, or is likely to, be called or mature on a specific future date, the Fund may buy forwards settling on or about that date to replace the called or maturing bond and lock in a currently attractive interest rate. Nuveen High Yield Municipal Bond Fund also may invest up to 15% of its assets in forwards that do not serve to replace a specific portfolio bond.
Zero Coupon and Step Coupon Securities
The Funds may invest in zero coupon and step coupon securities as a principal investment strategy. Zero coupon securities pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Step coupon securities are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. Both zero coupon and step coupon securities are issued at substantial discounts from their value at maturity. Because interest on these securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while such securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.
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Trustees/Directors and Officers
The management of the Registrants, 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 of the Trust and the Board of Directors of NIF (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). The number of trustees of the Registrants 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 Registrants are directors or trustees, as the case may be, of 102 Nuveen-sponsored open-end funds (the Nuveen Mutual Funds ) and 117 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/Director |
TermIndefinite* Length of Service
Since 2011 for NIF |
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. | 219 | None | |||||
Jack B. Evans
333 West Wacker Drive
Chicago, IL 60606 (10/22/48) |
Trustee/
|
TermIndefinite* Length of Service
Since 2011 for NIF |
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. | 219 | 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
|
Trustee/
|
TermIndefinite* Length of Service
Since 2011 for NIF |
Dean Emeritus (since June 30, 2012), formerly, Dean (2006-2012), Tippie College of Business, University of lowa; Director (since 2005) and President (since July 2012), Beta Gamma Sigma, Inc., The 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). | 219 | Director (since 2004) of Xerox Corporation. | |||||
David J. Kundert 333 West Wacker Drive Chicago, IL 60606 (10/28/42) |
Trustee/
|
TermIndefinite*
Length of Service
Trust Since 2011 for NIF |
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. | 219 | None |
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Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
William J. Schneider 333 West Wacker Drive
Chicago, IL 60606
|
Trustee/
|
TermIndefinite* Length of Service
Since 2011 for NIF |
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. | 219 | None | |||||
Judith M. Stockdale 333 West Wacker Drive
Chicago, IL 60606
|
Trustee/
|
TermIndefinite* Length of Service
Since 2011 for NIF |
Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | 219 | None | |||||
Carole E. Stone
333 West Wacker Drive Chicago, IL
60606
(6/28/47) |
Trustee/
|
TermIndefinite*
Length of Service
Since 2011 for NIF |
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). | 219 | Director, Chicago Board Options Exchange (since 2006). | |||||
Virginia L. Stringer 333 West Wacker Drive Chicago, IL 60606 (8/16/44) |
Trustee/
|
TermIndefinite* Length of Service Since 2011 for the Trust Since 1987 for NIF |
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. | 219 | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex. |
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Name, Business Address
|
Position(s)
|
Term of Office
|
Principal Occupation(s)
|
Number of
|
Other
|
|||||
Terence J. Toth 333 West Wacker Drive Chicago, IL 60606 (9/29/59) |
Trustee/
|
TermIndefinite*
Length of Service
Since 2011 for NIF |
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). | 219 | None | |||||
Interested Trustee: |
||||||||||
John P. Amboian** 333 West Wacker Drive Chicago, IL 60606 (6/14/61) |
Trustee/
|
TermIndefinite*
Length of Service
Since 2011 for NIF |
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. | 219 | None |
* | Each trustee serves an indefinite term until his or her successor is elected. |
** | Mr. Amboian is an interested person of the Registrants, 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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S-30
Name, Business Address
|
Position(s) Held with Registrants |
Term of
Length of
|
Principal Occupation(s)
|
Number of
|
||||
Scott S. Grace
333 West Wacker Drive
|
Vice President and Treasurer |
TermUntil August 2013 Length of Service Since 2009 for the Trust Since 2011 for NIF | Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Investments Advisers Inc., Nuveen Investment 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. | 219 | ||||
Walter M. Kelly 333 West Wacker Drive
Chicago, IL
60606
|
Vice President and Chief Compliance Officer |
TermUntil
August 2013
|
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. | 219 | ||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) |
Vice President |
TermUntil
August 2013 Length of Service Since 2000 for the Trust Since 2011 for NIF |
Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, Inc. | 219 | ||||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66) |
Vice President and Secretary |
TermUntil August 2013
Length of ServiceSince 2007 for the Trust Since 2011 for NIF |
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). | 219 |
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Name, Business Address
|
Position(s) Held with Registrants |
Term of
Length 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 2013 Length of Service Since 2011 for the Trust Since 2011 for NIF | 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). | 219 | ||||
Jeffery M. Wilson 333 West Wacker Drive Chicago, IL 60606 (3/13/56) |
Vice President |
TermUntil August 2013 Length of Service Since 2011 for the Trust Since 2011 for NIF | 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 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, Chair, Judith M. Stockdale and John P. Amboian. During the fiscal year ended April 30, 2012, the Executive Committee did not meet.
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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 April 30, 2012, 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, 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
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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 April 30, 2012, 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 April 30, 2012, 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 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 April 30, 2012, the Compliance, Risk Management and Regulatory Oversight Committee met six times.
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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. During the fiscal year ended April 30, 2012, the Open-End Funds Committee met one time.
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 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
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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 a Director and 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 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.
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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 aggregate compensation paid by the Funds for the fiscal year ended April 30, 2012, (2) the amount of total compensation paid by the Funds that has been deferred, and (3) the total compensation paid to each trustee by the Nuveen Funds during the fiscal year ended April 30, 2012.
Name of Trustee |
Aggregate
Compensation From Funds 1 |
Amount of Total
Compensation that Has Been Deferred 2 |
Total Compensation
from Nuveen Funds Paid to Trustee 3 |
|||||||||
Robert P. Bremner |
$ | 49,050 | $ | 7,355 | $ | 343,207 | ||||||
Jack B. Evans |
37,892 | 9,465 | 262,237 | |||||||||
William C. Hunter |
34,771 | 26,411 | 245,847 | |||||||||
David J. Kundert |
39,010 | 38,985 | 267,327 | |||||||||
William J. Schneider |
38,933 | 11,302 | 272,326 | |||||||||
Judith M. Stockdale |
38,158 | 21,608 | 264,654 | |||||||||
Carole E. Stone |
37,033 | | 262,500 | |||||||||
Virginia L. Stringer |
35,837 | | 243,500 | |||||||||
Terence J. Toth |
42,707 | | 288,625 |
1 |
The compensation paid, including deferred amounts, to the independent trustees for the fiscal year ended April 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 April 30, 2012 for services to the Nuveen Funds. |
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 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
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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 Registrants do not have a retirement or pension plan. The Registrants have 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 Registrants 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 Registrants 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 Registrants and the trustee of the Registrants who is not an independent trustee serve without any compensation from the Funds.
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The following table sets forth the dollar range of equity securities beneficially owned by each trustee as of January 31, 2012:
Dollar Range of Equity Securities in the Funds |
Aggregate Dollar
Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
|||||||||||||||||||||||||||
Name of Trustee |
Nuveen
All-American Municipal Bond Fund |
Nuveen
High Yield Municipal Bond Fund |
Nuveen
Inflation Protected Municipal Bond Fund |
Nuveen
Intermediate Duration Municipal Bond Fund |
Nuveen
Limited Term Municipal Bond Fund |
Nuveen Short Term Municipal Bond Fund |
||||||||||||||||||||||
John P. Amboian |
$0 | $50,001-$100,000 | $0 | Over $100,000 | Over $100,000 | $0 | Over $100,000 | |||||||||||||||||||||
Robert P. Bremner |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
Jack B. Evans |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
William C. Hunter |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
David J. Kundert |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
William J. Schneider |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
Judith M. Stockdale |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
Carole E. Stone |
$10,001-$50,000 | $0 | $0 | $10,001-$50,000 | $10,001-$50,000 | $0 | Over $100,000 | |||||||||||||||||||||
Virginia L. Stringer |
$0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | |||||||||||||||||||||
Terence J. Toth |
$50,001-$100,000 | $0 | $0 | $0 | $0 | $0 | Over $100,000 |
As of August 1, 2012, the officers and trustees of the Registrants, in the aggregate, owned less than 1% of the shares of each of the Funds.
As of August 1, 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 Prospectuses 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 affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to manage the investment portfolios of the Funds. For additional information regarding the management services performed by the Adviser and Nuveen Asset Management, see Who Manages the Funds in the Prospectuses.
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.
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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 rates set forth in the Prospectuses 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 Prospectuses include 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 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 Prospectuses.
Each Funds complex-level fee is payable monthly and is additive to the fund-level fee. The overall complex-level fee rate is based on the schedule below. Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund pay the overall complex-level fee rate. The complex-level fee for Nuveen All-American Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund is determined by taking the current overall complex-level fee rate, which is based on the aggregate amount of the eligible assets of all Nuveen Funds, and making, as appropriate, upward adjustments to that rate based upon the percentage of each Funds assets that are not eligible assets. The current overall complex-level fee schedule is as follows:
Complex-Level Asset Breakpoint Level* |
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 |
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agreement by the Adviser as to certain Funds to limit the amount of such assets for determining eligible assets in certain circumstances. As of June 30, 2012, the Funds effective complex-level fee rates were as follows: |
Complex-Level
Fee Rate |
||||
Nuveen All-American Municipal Bond Fund |
0.1775 | % | ||
Nuveen High Yield Municipal Bond Fund |
0.1731 | % | ||
Nuveen Inflation Protected Municipal Bond Fund |
0.1731 | % | ||
Nuveen Intermediate Duration Municipal Bond Fund |
0.1779 | % | ||
Nuveen Limited Term Municipal Bond Fund |
0.1731 | % | ||
Nuveen Short Term Municipal Bond Fund |
0.1943 | % |
The following tables set forth the management fees (net of fee waivers and expense reimbursements) paid by the Funds and the fees waived and expenses reimbursed by the Adviser for the specified periods.
Management Fees Net of Expense
Reimbursement Paid to the Adviser for the Fiscal Year Ended |
Fee Waivers and Expense
Reimbursements from the Adviser for the Fiscal Year Ended |
|||||||||||||||||||||||
April 30,
2010 |
April 30,
2011 |
April 30,
2012 |
April 30,
2010 |
April 30,
2011 |
April 30,
2012 |
|||||||||||||||||||
Nuveen All-American Municipal Bond Fund |
$ | 2,390,296 | $ | 2,860,541 | $ | 3,656,021 | | | | |||||||||||||||
Nuveen High Yield Municipal Bond Fund |
21,248,350 | 25,596,988 | 27,452,489 | | | | ||||||||||||||||||
Nuveen Inflation Protected Municipal Bond Fund |
N/A | | * | | N/A | $ | 31,013 | * | $ | 63,055 | ||||||||||||||
Nuveen Intermediate Duration Municipal Bond Fund |
10,835,530 | 11,063,702 | 12,206,012 | | | | ||||||||||||||||||
Nuveen Limited Term Municipal Bond Fund |
6,923,224 | 9,184,086 | 9,845,260 | | | | ||||||||||||||||||
Nuveen Short Term Municipal Bond Fund |
N/A | 449,255 | ** | 1,367,330 | N/A | | ** | |
* | For the period March 8, 2011 (commencement of operations) through April 30, 2011. |
** | For the period January 1, 2011 through April 30, 2011. |
Nuveen Short Term Municipal Bond Fund was formerly advised by FAF Advisors, Inc. ( FAF ), a wholly-owned subsidiary of U.S. Bank National Association ( U.S. Bank ). On December 31, 2010, pursuant to an agreement among U.S. Bank, FAF, Nuveen Investments and certain Nuveen affiliates, the Adviser acquired a portion of the asset management business of FAF and was selected as the investment adviser of the Fund (the Transaction ).
As noted, FAF served as Nuveen Short Term Municipal Bond Funds investment adviser prior to the consummation of the Transaction. The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Fund and the fees waived and expenses reimbursed by FAF for the specified periods.
Management Fees Net of Expense
Reimbursement Paid to FAF |
Fee Waivers and Expense
Reimbursements from FAF |
|||||||||||||||
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through
December 31, 2010 |
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through
December 31, 2010 |
|||||||||||||
Nuveen Short Term Municipal Bond Fund |
$ | 746,101 | $ | 469,401 | $ | 577,695 | $ | 331,205 |
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In addition to the Advisers management fee, each Fund also pays a portion of each Registrants 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 its affiliate, Nuveen Asset Management, to serve as sub-adviser to manage the investment portfolio of each Fund. The Adviser pays Nuveen Asset Management a portfolio management fee for each Fund equal to the percentage shown below of the advisory fee paid to the Adviser for its services to the Fund (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of each Fund).
Fund |
Percentage of Fee to be paid by the Adviser
to Nuveen Asset Management |
|||
Nuveen All-American Municipal Bond Fund |
60.00 | % | ||
Nuveen High Yield Municipal Bond Fund |
66.67 | % | ||
Nuveen Inflation Protected Municipal Bond Fund |
60.00 | % | ||
Nuveen Intermediate Duration Municipal Bond Fund |
50.00 | % | ||
Nuveen Limited Term Municipal Bond Fund |
44.44 | % | ||
Nuveen Short Term Municipal Bond Fund |
44.44 | % |
The following individuals have primary responsibility for the day-to-day implementation of the investment strategies of the Funds:
Name |
Fund |
|
Douglas M. Baker |
Nuveen Inflation Protected Municipal Bond Fund | |
Paul L. Brennan |
Nuveen Limited Term Municipal Bond Fund |
|
Nuveen Intermediate Duration Municipal Bond Fund |
||
Daniel J. Close |
Nuveen Inflation Protected Municipal Bond Fund | |
Christopher L. Drahn |
Nuveen Short Term Municipal Bond Fund | |
John V. Miller |
Nuveen High Yield Municipal Bond Fund Nuveen All-American Municipal Bond Fund |
|
Douglas J. White |
Nuveen All-American Municipal Bond Fund |
Compensation
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 Funds portfolio managers are eligible for an annual cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.
A portion of each 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 each 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 a portfolio managers cash bonus is the financial performance of Nuveen Asset Management based on its operating earnings.
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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.
Other Accounts Managed
In addition to the Funds, as of April 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 |
|||||||||||||
Douglas M. Baker |
Registered Investment Companies | 2 | $1.6 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 1 | $643.9 million | 0 | 0 | ||||||||||||||
Other Accounts | 5 | $22.9 million | 0 | 0 | ||||||||||||||
Paul L. Brennan |
Registered Investment Companies | 20 | $7.3 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 0 | 0 | 0 | 0 | ||||||||||||||
Other Accounts | 3 | $256.5 million | 0 | 0 | ||||||||||||||
Daniel J. Close |
Registered Investment Companies | 25 | $4.6 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 0 | 0 | 0 | 0 | ||||||||||||||
Other Accounts | 10 | $76.2 million | 0 | 0 | ||||||||||||||
Christopher L. Drahn |
Registered Investment Companies | 10 | $2.4 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 0 | 0 | 0 | 0 | ||||||||||||||
Other Accounts | 2 | $89.6 million | 0 | 0 | ||||||||||||||
John V. Miller |
Registered Investment Companies | 7 | $2.0 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 6 | $475.0 million | 0 | 0 | ||||||||||||||
Other Accounts | 12 | $3.3 million | 0 | 0 | ||||||||||||||
Douglas J. White |
Registered Investment Companies | 7 | $1.6 billion | 0 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 0 | 0 | 0 | 0 | ||||||||||||||
Other Accounts | 4 | $32.5 million | 0 | 0 |
Conflicts of Interest
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
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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
The following table indicates as of April 30, 2012 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Funds they manage and of shares in other Nuveen Funds managed by Nuveen Asset Managements municipal investment team. For purposes of this table, the following letters indicate the range listed next to each letter:
A |
- | $0 | ||
B |
- | $1-$10,000 | ||
C |
- | $10,001-$50,000 | ||
D |
- | $50,001-$100,000 | ||
E |
- | $100,001-$500,000 | ||
F |
- | $500,001-$1,000,000 | ||
G |
- | More than $1 million |
Name of Portfolio Manager |
Fund |
Dollar range of
equity securities beneficially owned in Fund |
Dollar range
of
equity securities beneficially owned in the remainder of Nuveen Funds managed by Nuveen Asset Managements municipal investment team |
|||||||
Douglas M. Baker |
Nuveen Inflation Protected Municipal Bond Fund | A | A | |||||||
Paul L. Brennan |
Nuveen Limited Term Municipal Bond Fund | E | F | |||||||
Nuveen Intermediate Duration Municipal Bond Fund | C | |||||||||
Daniel J. Close |
Nuveen Inflation Protected Municipal Bond Fund | A | A | |||||||
Christopher L. Drahn |
Nuveen Short Term Municipal Bond Fund | A | E | |||||||
John V. Miller |
Nuveen High Yield Municipal Bond Fund | E | E | |||||||
Nuveen All-American Municipal Bond Fund | A | |||||||||
Douglas J. White |
Nuveen All-American Municipal Bond Fund | D | E |
Prior to the Transaction, FAF served as Administrator to Nuveen Short Term Municipal Bond Fund pursuant to an Administration Agreement between FAF and NIF, dated July 1, 2006 and U.S. Bancorp Fund Services, LLC ( USBFS ), 615 East Michigan Street, Milwaukee, WI 53202, served as sub-administrator pursuant to a Sub-Administration Agreement between the FAF and USBFS dated July 1, 2005. USBFS is a subsidiary of U.S. Bancorp. As of December 31, 2010, the Fund no longer has
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an administrator or sub-administrator. The following table sets forth total administrative fees, after waivers, paid by the Fund to FAF and USBFS for the fiscal year ended June 30, 2010 and the period from July 1, 2010 through December 31, 2010:
Fund |
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through
December 31, 2010 |
||||||
Nuveen Short Term Municipal Bond Fund |
$ | 584,982 | $ | 360,227 |
The Funds transfer, shareholder services, and dividend paying agent is Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530.
Prior to May 14, 2012, USBFS served as the transfer agent to Nuveen Short Term Municipal Bond Fund. The following table sets forth transfer agent fees, excluding out-of-pocket expenses, paid by the Funds to USBFS for the fiscal year ended June 30, 2010, the fiscal period ended April 30, 2011 and the fiscal year ended April 30, 2012:
Fund |
Fiscal Year Ended
June 30, 2010 |
Fiscal Period Ended
April 30, 2011 |
Fiscal Year Ended
April 30, 2012 |
|||||||||
Nuveen Short Term Municipal Bond Fund |
$ | 54,000 | $ | 28,248 | $ | 3,155 |
U.S. Bank and State Street Bank and Trust Company act as custodians for the Funds (the Custodians ). U.S. Bank, 60 Livingston Avenue, St. Paul, Minnesota 55101, acts as the custodian for Nuveen Short Term Municipal Bond Fund. U.S. Bank is a subsidiary of U.S. Bancorp. State Street Bank and Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, acts as the custodian for Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund.
The Custodians take no part in determining the investment policies of the Funds or in deciding which securities are purchased or sold by the Funds. All of the instruments representing the investments of the Funds and all cash are held by the Custodians. The Custodians deliver securities against payment upon sale and pays for securities against delivery upon purchase. The Custodians also remit Fund assets in payment of Fund expenses, pursuant to instructions of NIFs officers or resolutions of the Board of Directors.
As compensation for its services as custodian, U.S. Bank is paid a monthly fee calculated on an annual basis equal to 0.005% of Nuveen Short Term Municipal Bond Funds average daily net assets. State Street Bank and Trust Company is paid reasonable compensation as agreed upon from time to time. Sub-custodian fees with respect to the Funds are paid by State Street Bank and Trust Company out of its fees from the Funds. In addition, the Custodians are reimbursed for their out-of-pocket expenses incurred while providing services to the Funds. Each Custodian continues to serve so long as its appointment is approved at least annually by the Board of Trustees including a majority of the directors who are not interested persons of NIF, as that term is defined in the 1940 Act.
Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Funds shares pursuant to a best efforts arrangement as provided by a Distribution Agreement dated January 1, 2011 (the Distribution Agreement ). Pursuant to the Distribution Agreement, the Funds appointed the Distributor to be their agent for the distribution of the Funds shares on a continuous offering basis.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP ( PwC ), One North Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Funds. In addition to audit services, PwC provides assistance on accounting, tax and related matters.
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The Funds, the Adviser, the Sub-Adviser 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-Adviser, 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 invest their assets primarily in municipal bonds and cash management securities. On rare occasions a Fund may acquire, directly or through a special purpose vehicle, equity securities of a municipal bond issuer whose bonds the Fund already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuers credit problem. In the course of exercising control of a distressed municipal issuer, Nuveen Asset Management may pursue the Funds interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the 1940 Act, but nevertheless provides reports to the Funds Board of Trustees on its control activities on a quarterly basis.
In the rare event that a municipal issuer were to issue a proxy or that the Fund were to receive a proxy issued by a cash management security, Nuveen Asset Management would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the Funds Board of Trustees or its representative. A member of Nuveen Asset Managements legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 206(4)-6, reports were filed with the Securities and Exchange Commission ( SEC ) on Form N-PX, and the results provided to the Funds Board of Trustees and made available to shareholders as required by applicable rules.
Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by calling (800) 257-8787 or by accessing the SECs website at http://www.sec.gov.
Nuveen Asset Management is responsible for decisions to buy and sell securities for the Funds, 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
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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.
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 municipal 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. Securities may be sold in anticipation of market decline or purchased in anticipation of market rise and later sold. In addition, a security may be sold and another of comparable quality purchased at approximately the same time to take advantage of what Nuveen Asset Management believes to be a temporary disparity in the normal yield relationship between the two securities. Each Fund may make changes in its investment portfolio in order to limit its exposure to changing market conditions. Changes in a Funds investments are known as portfolio turnover.
The portfolio turnover rates for the 2011 and 2012 fiscal year-ends of the Funds were:
Fiscal Year | ||||||||
2011 | 2012 | |||||||
Nuveen All-American Municipal Bond Fund |
26 | % | 18 | % | ||||
Nuveen High Yield Municipal Bond Fund |
31 | 16 | ||||||
Nuveen Inflation Protected Municipal Bond Fund |
6 | * | 14 | |||||
Nuveen Intermediate Duration Municipal Bond Fund |
6 | 10 | ||||||
Nuveen Limited Term Municipal Bond Fund |
13 | 12 | ||||||
Nuveen Short Term Municipal Bond Fund |
21 | ** | 39 |
* | For the period March 8, 2011 (commencement of operations) through April 30, 2011. |
** | For the ten months ended April 30, 2011. |
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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. The portfolio holdings information is posted monthly approximately five business days after the end of the month as of which the information is current. Additionally, the Funds publish on the website a list of their 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 directors/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.
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
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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
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
Wilshire Associates Incorporated
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Each Funds net asset value is determined as set forth in its Prospectus under General InformationNet Asset Value.
SHARES OF BENEFICIAL INTEREST/CAPITAL STOCK
The Trust
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 five series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class B shares, Class C 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, except that Class B shares (available in only certain series) automatically convert into Class A shares. 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.
The following table sets forth the percentage ownership of each person, who, as of August 2, 2012, owned of record, or is known by the Trust to have owned of record or beneficially, 5% or more of any class of a Funds shares.
Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
Nuveen All-American Municipal Bond Fund Class A Shares |
Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
|
15.78% |
|
||
MLPF&S for the Sole Benefit of its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
13.11% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
UBS Wm USA Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
7.67% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
7.16% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
7.08% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
6.24% | |||||
Nuveen All-American Municipal Bond Fund Class B Shares |
Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
|
20.34% |
|
||
MLPF&S for the Sole Benefit of Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
17.98% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
8.25% | |||||
Edward D Jones & Co Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts MO 63043-3009 |
6.76% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
6.46% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
5.89% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
Nuveen All-American Municipal Bond Fund Class C Shares |
Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
|
33.66% |
|
||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
17.08% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
11.56% | |||||
UBS Wm USA Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
8.10% | |||||
Nuveen All-American Municipal Bond Fund Class I Shares |
For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
|
39.26% |
|
||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
14.18% | |||||
MLPF&S for the Sole Benefit of Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
5.90% | |||||
Nuveen High Yield Municipal Bond Fund Class A Shares |
Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
|
20.63% |
|
||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 |
13.89% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
10.58% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
8.15% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
6.10% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
5.95% | |||||
Nuveen High Yield Municipal Bond Fund Class B Shares |
Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
|
28.33% |
|
||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 |
12.39% | |||||
Edward D Jones & Co Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts MO 63043-3009 |
8.08% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
6.90% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
6.88% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
5.73% | |||||
Nuveen High Yield Municipal Bond Fund Class C Shares |
For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 |
|
25.53% |
|
||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
17.36% | |||||
First Clearing, LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
15.99% | |||||
UBS Wm USA Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
11.10% | |||||
Nuveen High Yield Municipal Bond Fund Class I Shares |
For the Benefit of Their Customers 4500 Cherry Creek Dr S Denver CO 80018 |
|
16.15% |
|
||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 |
14.34% | |||||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 |
11.08% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
10.63% | |||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
8.68% | |||||
Wells Fargo Bank, NA FBO Omnibus Account Cash/Cash PO Box 1533 Minneapolis MN 55480-1533 |
7.15% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
6.90% | |||||
Nuveen Inflation Protected Municipal Bond Fund Class A Shares |
Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts MO 63043-3009 |
|
14.66% |
|
||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
13.61% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
13.16% | |||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 |
10.95% | |||||
LPL Financial 9785 Towne Centre Dr San Diego CA 92121-1968 |
8.89% | |||||
Charles Schwab & Co Inc For the Benefit of Their Customers 4500 Cherry Creek South Dr Denver CO 80246-1518 |
6.95% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
Nuveen Inflation Protected Municipal Bond Fund Class C Shares |
One Pershing Plaza Jersey City NJ 07399-0002 |
|
14.43% |
|
||
LPL Financial 9785 Towne Centre Dr San Diego CA 92121-1968 |
8.45% | |||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 510 Marquette Ave S Minneapolis MN 55402-1110 |
8.16% | |||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 |
6.24% | |||||
Raymond James & Assoc Inc FBO Charles W Rod III & Melissa J Rod Jt/Wros 13378 Virginia Ln Willis TX 77318-6450 |
5.73% | |||||
Nuveen Inflation Protected Municipal Bond Fund Class I Shares |
Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 |
|
42.22% |
|
||
Charles Schwab & Co Inc For the Benefit of Their Customers 4500 Cherry Creek South Dr Denver CO 80246-1518 |
16.95% | |||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 510 Marquette Ave S Minneapolis MN 55402-1110 |
12.20% | |||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 |
10.45% |
S-58
Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
10.25% | |||||
Nuveen Intermediate Duration Municipal Bond Fund Class A Shares |
Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
|
12.06% |
|
||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
11.45% | |||||
MLPF&S For the Benefit of Its Customers Attn Fund Admn/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
9.45% | |||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
8.92% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
7.24% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
6.89% | |||||
Nuveen Intermediate Duration Municipal Bond Fund Class B Shares |
Customers Attn Fund Admn/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
|
35.17% |
|
||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
23.87% |
S-59
Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
8.27% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
8.16% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
5.31% | |||||
Edward D Jones & Co Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts MO 63043-3009 |
5.30% | |||||
Nuveen Intermediate Duration Municipal Bond Fund Class C Shares |
Customers Attn Fund Admn/ 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 |
|
38.24% |
|
||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
20.88% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
11.24% | |||||
UBS Wm USA Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
6.17% | |||||
Nuveen Intermediate Duration Municipal Bond Fund Class I Shares |
C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 |
|
15.87% |
|
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis MO 63103-2523 |
13.93% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
9.22% | |||||
Wells Fargo Bank, NA FBO Omnibus Account Cash/Cash PO Box 1533 Minneapolis MN 55480-1533 |
7.26% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
5.65% | |||||
Nuveen Limited Term Municipal Bond Fund Class A Shares |
Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
|
14.26% |
|
||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
13.51% | |||||
MLPF&S for the Sole Benefit Of Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
13.37% | |||||
First Clearing, LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
10.67% | |||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 |
8.85% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
6.96% | |||||
Charles Schwab & Co Inc For the Benefit of Their Customers P O Box 173797 Denver CO 80217-3797 |
5.95% | |||||
Nuveen Limited Term Municipal Bond Fund Class C Shares |
Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
|
30.26% |
|
||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
20.62% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
13.18% | |||||
UBS Wm USA Attn Department Manger 499 Washington Blvd Fl 9 Jersey City NJ 07310-2055 |
7.25% | |||||
Nuveen Limited Term Municipal Bond Fund Class I Shares |
Omnibus Account Cash/Cash PO Box 1533 Minneapolis MN 55480-1533 |
|
35.28% |
|
||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 |
17.90% | |||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
14.09% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
11.67% | |||||
MLPF&S for the Sole Benefit of Its Customers Attn Fund Admin Sec 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 |
8.58% |
NIF
Each share of Nuveen Short Term Municipal Bond Funds $0.0001 par value common stock is fully paid, nonassessable, and transferable. Shares may be issued as either full or fractional shares. Fractional shares have pro rata the same rights and privileges as full shares. Shares of the Fund have no preemptive or conversion rights.
Each share of the Fund has one vote. On some issues, such as the election of directors, all shares of all NIF funds vote together as one series. The shares do not have cumulative voting rights. On issues affecting only a particular Fund, the shares of that Fund will vote as a separate series. Examples of such issues would be proposals to alter a fundamental investment restriction pertaining to a Fund or to approve, disapprove or alter a distribution plan.
The Articles of Incorporation and Bylaws of NIF provide that meetings of shareholders be held as determined by the Board of Directors and as required by the 1940 Act. Maryland corporation law requires a meeting of shareholders to be held upon the written request of shareholders holding 10% or more of the voting shares of NIF, with the cost of preparing and mailing the notice of such meeting payable by the requesting shareholders. The 1940 Act requires a shareholder vote for, among other things, all amendments to fundamental investment policies and restrictions, for approval of investment advisory contracts and amendments thereto, and for amendments to Rule 12b-1 distribution plans.
As of August 2, 2012, the Fund was aware that the following persons owned of record 5% or more of the outstanding shares of each class of stock of the Fund:
Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
Nuveen Short Term Municipal Bond Fund Class A Shares |
Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
|
23.39% |
|
||
Merrill Lynch Pierce Fenner & Smith Attn Physical Team 4800 Deer Lake Dr E Jacksonville FL 32246-6484 |
14.34% | |||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001 |
11.95% |
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Name of Fund and Class |
Name and Address of Owner |
Percentage
of Ownership |
||||
Morgan Stanley & Co. FBO James & Pamela Duit TTEE James A Duit Revocable Trust U/A Dtd 08/21/00 *Main* 6500 Oaktree Drive Edmond OK 73025-2679 |
8.73% | |||||
UBS Wm USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761 |
8.06% | |||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis MO 63103-2523 |
5.87% | |||||
National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995 |
5.19% | |||||
Nuveen Short Term Municipal Bond Fund Class C Shares |
Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 |
|
46.45% |
|
||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001 |
20.83% | |||||
First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis MO 63103-2523 |
16.15% | |||||
Nuveen Short Term Municipal Bond Fund Class I Shares |
C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 |
|
75.45% |
|
||
Washington & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 |
11.12% |
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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 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 under the federal tax laws. If a Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes.
Qualification as a Regulated Investment Company
As a regulated investment company, a Fund generally will not be subject to federal income tax on the portion of its investment company taxable income (as that term is defined in the Internal Revenue Code ( Code ), but 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), if any, 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 generally 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, among other things, derive in each taxable year at least 90% of its gross income from (1) dividends, interest, certain payments with respect to securities loans, gains from the sale or disposition of stock, securities or non-U.S. currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in qualified publicly traded partnerships (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of a Funds taxable year, (1) 50% or more of the value of the Funds assets must be represented by cash, and cash items (including receivables), 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 not greater than 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Funds assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more qualified publicly traded partnerships (as such term is defined in the Code). 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 a Fund.
After the end of each year, you will receive a tax statement that separates your Funds distributions into four categories, exempt-interest dividends, ordinary income distributions, capital gains dividends and returns of capital. Exempt-interest dividends generally are excluded from your
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gross income for federal income tax purposes. Some or all of the exempt-interest dividends, however, may be taken into account in determining your alternative minimum tax and may have other tax consequences (e.g., they may affect the amount of your social security benefits that are taxed). 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 unless the distribution exceeds your basis in your shares. 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 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. Under the Health Care and Education Reconciliation Act of 2010, income from the Fund may also be subject to a new 3.8 percent medicare tax imposed for taxable years beginning after 2012. This tax will generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals. Interest that is excluded from gross income and exempt-interest dividends from the Funds are generally not included in your net investment income for purposes of this tax.
A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to dividends received from the Funds because the dividends received deduction is generally not available for distributions from regulated investment companies.
If You Sell or Redeem Your Shares
If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares. Further, if you hold your shares for six months or less, any loss incurred by you related to the disposition of such a share will be disallowed to the extent of the exempt-interest dividends you received, except as otherwise described in the next section.
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). The 20% rate is reduced to 18% for net capital gains from most property acquired after December 31, 2000 with a holding period of more than five years, and the 10% rate is reduced to 8% for net capital gains from most property (regardless of when acquired) with a holding period of more than five years.
Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. If you hold a share for six months or less, any loss incurred by you related to the disposition of such share will be disallowed to the extent of the exempt-interest dividends you received, except in the case of a regular dividend paid by the Fund if the Fund declares exempt-interest dividends on a daily basis in an amount equal to at least 90 percent of its net tax-exempt interest and distributes such dividends on a monthly or more frequent basis. To the extent, if any, it is not disallowed, it 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 Internal Revenue Code treats certain capital gains as ordinary income in special situations.
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A regulated investment company may report any portion of a dividend (other than a capital gain dividend) as an exempt-interest dividend, if at least half of the regulated investment companys assets consist of tax-exempt state and local bonds. In the case of a qualified fund of funds, the regulated investment company may pay exempt-interest dividends without regard to the requirement that at least 50 percent of the value of its total assets consist of tax-exempt state and local bonds. For this purpose, a qualified fund of funds means a regulated investment company at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other regulated investment companies. The shareholder treats an exempt-interest dividend as an item of tax-exempt interest.
Your Fund intends to qualify either under the percentage of assets test or as a qualified fund of funds, as described above. If your Fund qualifies under either test, some or all of a dividend paid by the Fund may be treated as an exempt-interest dividend.
Under certain circumstances, as described in the Prospectuses, you may receive an in-kind distribution of Fund securities when you redeem shares or when your Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
If you exchange shares of a Fund for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Deductibility of Fund Expenses
Expenses incurred and deducted by your Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individuals adjusted gross income. Further, because the Funds pay exempt-interest dividends, which are treated as exempt interest for federal income tax purposes, you will not be able to deduct some of your interest expense for debt that you incur or continue to purchase or carry your shares.
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from a Fund will be characterized as dividends for federal income tax purposes (other than dividends which a Fund properly reports as capital gain dividends) and, other than exempt-interest dividends, will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly reported by a Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that a Fund makes certain elections and certain other conditions are met. Distributions in respect of shares after December 31, 2013 may be subject to a U.S. withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entitys U.S. owners. Dispositions of shares by such persons may be subject to such withholding after December 31, 2014.
S-67
Distributions by the Funds to shareholders and the ownership of shares may be subject to state and local taxes. In many states, exempt-interest dividends from interest earned on municipal securities of that state, or its political subdivisions, will be exempt from that states personal income taxes. Most states, however, do not grant tax-free treatment to interest on investments in municipal securities of other states. In some states, all exempt-interest dividends are subject to state and local income taxes. Shareholders are urged to contact their tax advisors regarding state and local tax laws affecting an investment in shares of a Fund.
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectuses, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences. The Funds are generally not a suitable investment for individuals investing through retirement plans.
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 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, except that Class B shares automatically convert into Class A shares as described below.
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 Prospectuses. 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 0.20%. See Distribution and Service Plans. Set forth below is an example of the method of computing the offering price of the Class A shares of a Fund. The example assumes a purchase on April 30, 2012 of Class A shares from the Nuveen High Yield Municipal Bond Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.
Net Asset Value per share |
$ | 16.17 | ||
Per Share Sales Charge4.20% of public offering price (4.39% of net asset value per share) |
0.71 | |||
|
|
|||
Per Share Offering Price to the Public |
$ | 16.88 |
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Each Fund receives the entire net asset value of all Class A shares that are sold. The Distributor retains the full applicable sales charge from which it pays the uniform reallowances shown in the Prospectuses to financial intermediaries.
Reduction or Elimination of Up-Front Sales Charge on Class A Shares
Rights of Accumulation. You may qualify for a reduced sales charge on a purchase of Class A shares of 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 Prospectuses. 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 Prospectuses. In order to take advantage of this option, you must complete the 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 C and Class I 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
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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:
|
investors purchasing $1,000,000 or more ($250,000 or more in the case of Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund); |
|
current and former trustees/directors of the Nuveen Funds; |
|
full-time and retired employees and directors 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); |
|
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; |
|
bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity; |
|
investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; |
|
clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and |
|
investors purchasing through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers. |
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.
Nuveen Inflation Protected Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund and Nuveen Short Term Municipal Bond Fund do not issue Class B shares. The other Funds will only issue Class B shares (i) upon the exchange of Class B shares from another Nuveen Mutual Fund and (ii) for purposes of dividend reinvestment. Class B shares are not available for new accounts or for additional investment into existing accounts.
You may be subject to a Contingent Deferred Sales Charge ( CDSC ) if you redeem your Class B shares prior to the end of the sixth year after purchase. See Reduction or Elimination of Contingent Deferred Sales Charge below.
Class B shares acquired through the reinvestment of dividends are not subject to a CDSC. Any CDSC will be imposed on the lower of the redeemed shares cost or net asset value at the time of redemption.
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Class B shares will automatically convert to Class A shares eight years after purchase. The purpose of the conversion is to limit the distribution fees you pay over the life of your investment. All conversions will be done at net asset value without the imposition of any sales load, fee, or other charge, so that the value of each shareholders account immediately before conversion will be the same as the value of the account immediately after conversion. Class B shares acquired through reinvestment of distributions will convert into Class A shares based on the date of the initial purchase to which such shares relate. For this purpose, Class B shares acquired through reinvestment of distributions will be attributed to particular purchases of Class B shares in accordance with such procedures as the Board of Trustees may determine from time to time. Class B shares that are converted to Class A shares will remain subject to an annual service fee that is identical in amount for both Class B shares and Class A shares. Since net asset value per share of the Class B shares and the Class A shares may differ at the time of conversion, a shareholder may receive more or fewer Class A shares than the number of Class B shares converted. Any conversion of Class B shares into Class A shares will be subject to the continuing availability of an opinion of counsel or a private letter ruling from the Internal Revenue Service to the effect that the conversion of shares would not constitute a taxable event under federal income tax law. Conversion of Class B shares into Class A shares might be suspended if such an opinion or ruling were no longer available.
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 0.55% 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 0.20% 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 0.75% of the amount of Class C shares purchased, which represents an advance of the first years distribution fee of 0.55% plus an advance on the first years annual service fee of 0.20%. See Distribution and Service Plans.
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 18 months of purchase. In the case of Class B shares redeemed within six years of purchase, a CDSC is imposed, beginning at 5% for redemptions within the first year, declining to 4% for redemptions within years two and three, and declining by 1% each year thereafter until disappearing after the sixth year. 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).
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
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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, Class B 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.
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 also are available for purchase, with no minimum initial investment, by the following categories of investors:
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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.
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 Signature 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
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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. The reinstatement privilege for Class B shares is no longer available. 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 New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted or an emergency exists as determined by the SEC so that trading of the Funds investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the SEC by order may permit for protection of Fund shareholders.
Redemption In-Kind
The Funds have reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities). The Funds voluntarily have committed to pay in cash all requests for redemption by any shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of a Fund at the beginning of the 90-day period.
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 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.
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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 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
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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.
Distribution and Service Plans
The Trust
Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Inflation Protected Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund have adopted a plan (the Plan ) pursuant to Rule 12b-1 under the 1940 Act, pursuant to which Class B and Class C shares are subject to an annual distribution fee and Class A, Class B and Class C shares are subject to an annual service fee. Each Fund may spend up to 0.20% 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 the Class B shares and 0.55% per year of the average daily net assets of Class C shares as a distribution fee and up to 0.20% per year of the average daily net assets of each of the Class B and Class C shares as a service fee under the Plan as applicable to such classes. 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 B and Class C shares under each Funds Plan compensates the Distributor for expenses incurred in connection with the distribution of Class B and Class C shares, respectively. These expenses include payments to financial intermediaries, including the Distributor, who are brokers of record with respect to the Class B and 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 B and Class C shares, certain other expenses associated with the distribution of Class B and 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, Class B 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.
During the fiscal year ended April 30, 2012, the Funds incurred 12b-1 fees pursuant to their respective Plan in the amounts set forth in the table below. For this period, substantially all of the 12b-1 service fees on Class A shares were paid out as compensation to financial intermediaries for providing services to shareholders relating to their investments. To compensate for commissions advanced to financial intermediaries, all 12b-1 service fees collected on Class B shares during the first year following a purchase, all 12b-1 distribution fees on Class B shares, and all 12b-1 fees on Class C shares during the first year following a purchase are retained by the Distributor. After the first year following a purchase, 12b-1 service fees on Class B shares and 12b-1 fees on Class C shares are paid to financial intermediaries.
12b-1 Fees
Incurred by Each Fund for the Fiscal Year Ended April 30, 2012 |
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Nuveen All-American Municipal Bond Fund: |
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Class A |
$ | 886,772 | ||
Class B |
43,602 | |||
Class C |
1,548,688 |
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12b-1 Fees
Incurred by Each Fund for the Fiscal Year Ended April 30, 2012 |
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Nuveen High Yield Municipal Bond Fund: |
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Class A |
$ | 3,926,182 | ||
Class B |
389,254 | |||
Class C |
8,850,513 | |||
Nuveen Inflation Protected Municipal Bond Fund: |
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Class A |
8,227 | |||
Class C |
17,642 | |||
Nuveen Intermediate Duration Municipal Bond Fund: |
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Class A |
791,842 | |||
Class B |
38,040 | |||
Class C |
906,811 | |||
Nuveen Limited Term Municipal Bond Fund: |
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Class A |
2,052,057 | |||
Class C |
3,258,888 |
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 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.
NIF
NIF has adopted a Distribution and Service Plan with respect to the Class A and Class C shares of Nuveen Short Term Municipal Bond Fund pursuant to Rule 12b-1 under the 1940 Act (the Plan ). Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under the Rule. The Plan authorizes the Fund to pay the Distributor distribution and/or shareholder servicing fees on the Funds Class A and Class C shares as described below. The distribution fees under the Plan are used for primary purpose of compensating participating intermediaries for their sales of the Fund. The shareholder servicing fees are used primarily for the purpose of providing compensation for the ongoing servicing and/or maintenance of shareholder accounts.
The Class A shares pay to the Distributor a shareholder servicing fee at an annual rate of 0.20% of the average daily net assets of the Class A shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class A shares. The shareholder servicing fee is intended to compensate the Distributor for ongoing servicing and/or maintenance of
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shareholder accounts and may be used by the Distributor to provide compensation to participating intermediaries through whom shareholders hold their shares for ongoing servicing and/or maintenance of shareholder accounts. This fee is calculated and paid each month based on average daily net assets of Class A shares of the Fund for that month.
The Class C shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.20% of the average daily net assets of the Class C shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class C shares. This fee is calculated and paid each month based on average daily net assets of the Class C shares. The Class C shares pay to the Distributor a distribution fee at an annual rate of 0.35% of the average daily net assets of the Class C shares. The Distributor may use the distribution fee to provide compensation to participating intermediaries through which shareholders hold their shares beginning one year after purchase.
The Distributor receives no compensation for distribution of the Class I shares.
The Plan is a compensation-type plan under which the Distributor is entitled to receive the distribution and shareholder servicing fees regardless of whether its actual distribution and shareholder servicing expenses are more or less than the amount of the fees. It is therefore possible that the Distributor may realize a profit in a particular year as a result of these payments. The Plan recognizes that the Distributor and the Adviser, in their discretion, may from time to time use their own assets to pay for certain additional costs of distributing Class A and Class C shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor or the Adviser at any time. With the exception of the Distributor and its affiliates, no interested person of NIF, as that term is defined in the 1940 Act, and no director of NIF has a direct or indirect financial interest in the operation of the Plan or any related agreement.
Under the Plan, the Funds Treasurer reports the amounts expended under the Plan and the purposes for which such expenditures were made to the Board of Directors for their review on a quarterly basis. The Plan provides that it will continue in effect for a period of more than one year from the date of its execution only so long as such continuance is specifically approved at least annually by the vote of a majority of the Board members of NIF and by the vote of the majority of those Board members of NIF who are not interested persons (as that term is defined in the 1940 Act) of NIF and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to such plan.
The Fund paid the following 12b-1 fees to the Distributor for the fiscal year ended April 30, 2012 with respect to the Class A and C shares of the Fund. As noted above, no 12b-1 fees are paid with respect to Class I shares.
12b-1 Fees
Incurred by the Fund for the Fiscal Year Ended April 30, 2012 |
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Nuveen Short Term Municipal Bond Fund: |
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Class A |
$ | 36,729 | ||
Class C* |
781 |
* | For the period August 31, 2011 (commencement of class operations) through April 30, 2012. |
If the Fund closes to new investors, it may continue to make payments under the Plan. Such payments would be made for the various services provided to existing shareholders by the Participating Intermediaries receiving such payments.
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
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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. For certificated shares previously issued, a fee of 1% of the current market value will be charged if the certificate is lost, stolen or destroyed. The fee is paid to Seaboard Surety Company for insurance of the lost, stolen or destroyed certificate.
The Distributor serves as the principal underwriter of the shares of the Funds pursuant to a best efforts arrangement as provided by distribution agreements with the Registrants (the Distribution Agreement s). Pursuant to the Distribution Agreements, the Registrants appointed the Distributor to be their 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 Registrants. Pursuant to the Distribution Agreements, 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 each Registrant pursuant to Rule 12b-1 and described herein under Distribution and Service Plans. 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.
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The following table sets forth the aggregate amounts of underwriting commissions with respect to the sale of Fund shares and the amount thereof retained by the Distributor for each of the Funds for the specified periods. All figures are to the nearest thousand.
Fund |
Fiscal Year Ended
April 30, 2010 |
Fiscal Year Ended
April 30, 2011 |
Fiscal Year Ended
April 30, 2012 |
|||||||||||||||||||||||||||||||||
Amount of
Underwriting Commissions |
Amount
Retained By the Distributor |
Amount of
Compensa- tion on Redemp- tions and Repurchases |
Amount of
Underwriting Commissions |
Amount
Retained By the Distributor |
Amount of
Compensa- tion on Redemp- tions and Repurchases |
Amount of
Underwriting Commissions |
Amount
Retained By the Distributor |
Amount of
Compensa- tion on Redemp- tions and Repurchases |
||||||||||||||||||||||||||||
Nuveen All-American Municipal Bond Fund |
$ | 1,075 | $ | 125 | $ | 32 | $ | 1,427 | $ | 162 | $ | 88 | $ | 3,082 | $ | 342 | $ | 23 | ||||||||||||||||||
Nuveen High Yield Municipal Bond Fund |
8,946 | 855 | 587 | 6,273 | 632 | 656 | 8,240 | 896 | 247 | |||||||||||||||||||||||||||
Nuveen Inflation Protected Municipal Bond Fund |
N/A | N/A | N/A | | * | | * | | * | | | | ||||||||||||||||||||||||
Nuveen Intermediate Duration Municipal Bond Fund |
461 | 56 | 44 | 373 | 58 | 44 | 380 | 47 | 26 | |||||||||||||||||||||||||||
Nuveen Limited Term Municipal Bond Fund |
1,713 | 189 | 167 | 975 | 125 | 372 | 1,485 | 80 | 180 | |||||||||||||||||||||||||||
Nuveen Short
|
N/A | N/A | N/A | 2,420 | ** | 66 | ** | | ** | 89 | 3 | 1 |
* | For the period March 8, 2011 (commencement of operations) through April 30, 2011. |
** | For the period January 1, 2011 through April 30, 2011. |
Prior to the Transaction, Quasar served as the distributor for Nuveen Short Term Municipal Bond Fund.
The following tables set forth the amount of underwriting commissions paid by the Fund and the amount of such commissions retained by Quasar during the fiscal year ended June 30, 2010 and the period July 1, 2010 through December 31, 2010:
Total Underwriting Commissions | ||||||||
Fund |
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through
December 31, 2010 |
||||||
Nuveen Short Term Municipal Bond Fund |
$ | 36,203 | $ | 16,338 | ||||
Underwriting Commissions Retained by Quasar | ||||||||
Fund |
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through
December 31, 2010 |
||||||
Nuveen Short Term Municipal Bond Fund |
$ | 1,914 | $ | 341 | ||||
Compensation on Redemptions and Repurchases | ||||||||
Fund |
Fiscal Year Ended
June 30, 2010 |
July 1, 2010 through December 31, 2010 |
||||||
Nuveen Short Term Municipal Bond Fund |
$ | | $ | 51 |
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
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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 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 Prospectuses 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 Prospectuses 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
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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 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.
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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.
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 & IlsIey 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
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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
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.
The audited financial statements for each Funds most recent fiscal year appear in each Funds Annual Report dated April 30, 2012. Each Funds Annual Report is incorporated by reference into this SAI and is available without charge by calling (800) 257-8787.
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RATING 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
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obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB | An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. |
B | An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. |
CCC | An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions 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 are not made on the date due unless S&P believes that such payments will be made within five business days, irrespective of any 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. 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. |
Municipal Short-Term Note Ratings
A S&P U.S. municipal note rating reflects S&Ps opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&Ps analysis will review the following considerations:
|
Amortization schedulethe larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
|
Source of paymentthe more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
Note rating symbols are as follows:
SP-1 | Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
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SP-2 | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3 | Speculative capacity to pay principal and interest. |
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 judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba | Obligations rated Ba are judged to be speculative 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 speculative 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 and are typically in default, with little prospect for recovery of principal or interest. |
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa 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 provisional ratings to medium-term note (MTN) programs and definitive ratings to the individual debt securities issued from them (referred to as drawdowns or notes).
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). To capture the contingent nature of a program rating, Moodys assigns provisional ratings to MTN programs. A provisional rating is denoted by a (P) in front of the rating.
The rating assigned to a drawdown from a rated MTN program or bank/deposit note program is definitive in nature, and 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.
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.
U.S. Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Obligation Ratings
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuers long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levelsMIG 1 through MIG 3while speculative grade short-term obligations are designated SG.
A-3
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 risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of risk associated with the ability to receive purchase price upon demand ( demand feature ). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale.
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 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:
Structured, Project & Public Finance ObligationsLong-Term Rating Scales
Ratings of structured finance, project finance and public finance obligations on the long-term scale, including the financial obligations of sovereigns, consider the obligations relative vulnerability to default. These ratings are typically assigned to an individual security or tranche in a transaction and not to an issuer.
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. |
A-4
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. |
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. |
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 appears imminent or inevitable. |
D | Default. Indicates a default. Default generally is defined as one of the following: |
|
failure to make payment of principal and/or interest under the contractual terms of the rated obligation; |
|
the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or |
|
the distressed exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid a probable payment default. |
Notes: In the case of structured and project finance, while the ratings do not address the loss severity given default of the rated liability, loss severity assumptions on the underlying assets are nonetheless typically included as part of the analysis. Loss severity assumptions are used to derive pool cash flows available to service the rated liability.
The suffix sf denotes an issue that is a structured finance transaction. For an explanation of how Fitch determines structured finance ratings, please see our criteria available at www.Fitchratings.com.
In the case of public finance, the ratings do not address the loss given default of the rated liability, focusing instead on the vulnerability to default of the rated liability.
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 Long-Term Rating category, or categories below B.
Limitations of the Structured, Project and Public Finance Obligation Rating Scale
Specific limitations relevant to the structured, project and public finance obligation rating scale include:
|
The ratings do not predict a specific percentage of default likelihood over any given time period. |
|
The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
|
The ratings do not opine on the liquidity of the issuers securities or stock. |
|
The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
|
The ratings do not opine on any quality related to a transactions profile other than the agencys opinion on the relative vulnerability to default of each rated tranche or security. |
A-5
Short-Term Ratings Assigned to Issuers or Obligations in Corporate, Public and Structured Finance
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. |
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. |
Limitations of the Short-Term Ratings Scale
Specific limitations relevant to the Short-Term Ratings scale include:
|
The ratings do not predict a specific percentage of default likelihood over any given time period. |
|
The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
|
The ratings do not opine on the liquidity of the issuers securities or stock. |
|
The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
|
The ratings do not opine on any quality related to an issuer or transactions profile other than the agencys opinion on the relative vulnerability to default of the rated issuer or obligation. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience.
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MAI- NAT-0812P
PART COTHER INFORMATION
Item 28. Exhibits
(a)(1) | Amended and Restated Articles of Incorporation.(1) | |
(a)(2) | Articles Supplementary designating new series and new share classes. (2) | |
(a)(3) | Articles Supplementary designating new series and new share classes. (3) | |
(a)(4) | Articles Supplementary designating new series. (4) | |
(a)(5) | Articles Supplementary designating new series. (5) | |
(a)(6) | Articles Supplementary designating new series. (6) | |
(a)(7) | Articles Supplementary decreasing authorizations of specified classes and series and decreasing total authorized shares. (7) | |
(a)(8) | Articles Supplementary designating new series. (8) | |
(a)(9) | Articles Supplementary designating new series. (10) | |
(a)(10) | Articles Supplementary designating new series. (11) | |
(a)(11) | Articles Supplementary designating new series. (12) | |
(a)(12) | Articles Supplementary designating new share classes. (13) | |
(a)(13) | Articles of Amendment, dated January 9, 2009. (14) | |
(a)(14) | Articles of Amendment, dated May 29, 2009. (15) | |
(a)(15) | Articles Supplementary designating new series and new share classes, filed June 23, 2009. (15) | |
(a)(16) | Articles Supplementary designating new series and new share class, filed September 17, 2009. (16) | |
(a)(17) | Articles of Amendment, filed January 22, 2010. (17) | |
(a)(18) | Articles Supplementary providing for name changes and names of new classes and series, filed October 26, 2010. (18) | |
(a)(19) | Articles of Amendment providing name change, dated March 23, 2011. (21) | |
(a)(20) | Articles Supplementary providing names of new class and series, filed July 2011. (22) | |
(b) | Bylaws, as amended. (25) | |
(c) | Not applicable. | |
(d)(1) | Management Agreement between the Registrant and Nuveen Fund Advisors, Inc., dated January 1, 2011. (20) | |
(d)(2) | Amended Schedules A and B of Management Agreement between Registrant and Nuveen Fund Advisors, Inc., dated May 14, 2012. (25) | |
(d)(3) | Investment Sub-Advisory Agreement by and between Nuveen Fund Advisors, Inc. and Nuveen Asset Management, LLC, dated January 1, 2011. (20) | |
(d)(4) | Amended Schedule A of Investment Sub-Advisory Agreement by and between Nuveen Fund Advisors, Inc. and Nuveen Asset Management, LLC. (23) | |
(e) | Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated January 1, 2011. (20) | |
(f) | Not applicable. | |
(g)(1) | Custody Agreement between the Registrant and U.S. Bank National Association, dated July 1, 2006. (9) |
C-1
(g)(2) | Amendment to Custody Agreement between Registrant and U.S. Bank National Association, dated July 1, 2007. (11) | |
(g)(3) | Exhibit C effective September 16, 2009, to Custody Agreement, dated July 1, 2006. (16) | |
(g)(4) | Exhibit D effective December 5, 2007, to Custody Agreement, dated July 1, 2006. (12) | |
(h)(1) | Transfer Agency and Service Agreement between the Nuveen Mutual Funds and Boston Financial Data Services, Inc., dated May 11, 2012. (25) | |
(h)(2) | Amendment and Schedule A to Transfer Agency and Service Agreement, dated July 25, 2012 and July 30, 2012, respectively. (25) | |
(h)(3) | Amendment to Amended and Restated Securities Lending Agreement between Registrant and U.S. Bank National Association, dated January 1, 2012. (25) | |
(i) | Not applicable. | |
(j) | Consent of Independent Registered Public Accounting Firm, dated August 27, 2012. (25) | |
(k) | Not applicable. | |
(l) | Not applicable. | |
(m) | Amended and Restated Distribution and Service Plan, effective January 17, 2011. (20) | |
(n) | Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended January 19, 2011. (25) | |
(o) | Reserved. | |
(p) | Code of Ethics and Reporting Requirements, as amended August 15, 2011. (24) | |
(q) | Original Powers of Attorney of Messrs. Amboian, Bremner, Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale, Stone and Stringer, dated January 1, 2011. (19) |
(1) | Incorporated by reference to the post-effective amendment no. 21 filed on Form N-1A for Registrant. |
(2) | Incorporated by reference to the post-effective amendment no. 36 filed on Form N-1A for Registrant. |
(3) | Incorporated by reference to the post-effective amendment no. 53 filed on Form N-1A for Registrant. |
(4) | Incorporated by reference to the post-effective amendment no. 61 filed on Form N-1A for Registrant. |
(5) | Incorporated by reference to the post-effective amendment no. 64 filed on Form N-1A for Registrant. |
(6) | Incorporated by reference to the post-effective amendment no. 66 filed on Form N-1A for Registrant. |
(7) | Incorporated by reference to the post-effective amendment no. 70 filed on Form N-1A for Registrant. |
(8) | Incorporated by reference to the post-effective amendment no. 72 filed on Form N-1A for Registrant. |
(9) | Incorporated by reference to the post-effective amendment no. 80 filed on Form N-1A for Registrant. |
(10) | Incorporated by reference to the post-effective amendment no. 84 filed on Form N-1A for Registrant. |
(11) | Incorporated by reference to the post-effective amendment no. 87 filed on Form N-1A for Registrant. |
(12) | Incorporated by reference to the post-effective amendment no. 90 filed on Form N-1A for Registrant. |
(13) | Incorporated by reference to the post-effective amendment no. 93 filed on Form N-1A for Registrant. |
(14) | Incorporated by reference to the post-effective amendment no. 95 filed on Form N-1A for Registrant. |
(15) | Incorporated by reference to the post-effective amendment no. 97 filed on Form N-1A for Registrant. |
(16) | Incorporated by reference to the post-effective amendment no. 98 filed on Form N-1A for Registrant. |
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(17) | Incorporated by reference to the post-effective amendment no. 102 filed on Form N-1A for Registrant. |
(18) | Incorporated by reference to the post-effective amendment no. 105 filed on Form N-1A for Registrant. |
(19) | Incorporated by reference to the post-effective amendment no. 107 filed on Form N-1A for Registrant. |
(20) | Incorporated by reference to the post-effective amendment no. 109 filed on Form N-1A for Registrant. |
(21) | Incorporated by reference to the post-effective amendment no. 113 filed on Form N-1A for Registrant. |
(22) | Incorporated by reference to the post-effective amendment no. 118 filed on Form N-1A for Registrant. |
(23) | Incorporated by reference to the post-effective amendment no. 119 filed on Form N-1A for Registrant. |
(24) | Incorporated by reference to the post-effective amendment no. 121 filed on Form N-1A for Registrant. |
(25) | Filed herewith. |
Item 29. Persons Controlled by or under Common Control with Fund
Not applicable.
Item 30. Indemnification
The Registrants Articles of Incorporation and Bylaws provide that each present or former director, officer, agent and employee of the Registrant or any predecessor or constituent corporation, and each person who, at the request of the Registrant, serves or served another business enterprise in any such capacity, and the heirs and personal representatives of each of the foregoing shall be indemnified by the Registrant to the fullest extent permitted by law against all expenses, including without limitation amounts of judgments, fines, amounts paid in settlement, attorneys and accountants fees, and costs of litigation, which shall necessarily or reasonably be incurred by him or her in connection with any action, suit or proceeding to which he or she was, is or shall be a party, or with which he or she may be threatened, by reason of his or her being or having been a director, officer, agent or employee of the Registrant or such predecessor or constituent corporation or such business enterprise, whether or not he or she continues to be such at the time of incurring such expenses. Such indemnification may include without limitation the purchase of insurance and advancement of any expenses, and the Registrant shall be empowered to enter into agreements to limit the liability of directors and officers of the Registrant. No indemnification shall be made in violation of the General Corporation Law of the State of Maryland or the Investment Company Act of 1940 (the 1940 Act). The Registrants Articles of Incorporation and Bylaws further provide that no director or officer of the Registrant shall be liable to the Registrant or its stockholders for money damages, except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such directors or officers action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The foregoing shall not be construed to protect or purport to protect any director or officer of the Registrant against any liability to the Registrant or its stockholders to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such office. The Registrant undertakes that no indemnification or advance will be made unless it is consistent with Sections 17(h) or 17(i) of the Investment Company Act of 1940, as now enacted or hereafter amended, and Securities and Exchange Commission rules, regulations, and releases (including, without limitation, Investment Company Act of 1940 Release No. 11330, September 2, 1980).
C-3
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, directors or controlling persons of the Registrant pursuant to the foregoing provisions, 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 director or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, director 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.
C-4
Item 31. Business and Other Connections of Investment Adviser
(a) Nuveen Fund Advisors, Inc. (Nuveen Fund Advisors) 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. |
|
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. |
C-5
Name and Position with Nuveen Fund Advisors |
Other Business, Profession, Vocation or
|
|
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. |
(b) Nuveen Asset Management, LLC (Nuveen Asset Management) acts as sub-investment adviser to the Registrant 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 with
|
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. and 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. |
C-6
Name |
Position and Offices with
|
Other Business, Profession, Vocation or
|
||
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. | ||
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. |
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 Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust V, 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 |
C-7
Name and Principal
|
Positions and Offices
|
Positions and Offices
|
||
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 Certificate of Incorporation, By-Laws, minutes of director and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.
U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55101, 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, and U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, maintain all the required records in their capacity as transfer, dividend paying, and shareholder service agents for the Registrant.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-8
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 28th day of August, 2012.
NUVEEN INVESTMENT FUNDS, INC. | ||
By: | /s/ K EVIN J. M CCARTHY | |
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.
Signature |
Title |
Date |
||||||
/s/ S TEPHEN D. F OY S TEPHEN D. F OY |
Vice President and Controller (principal financial and accounting officer) |
August 28, 2012 | ||||||
/s/ G IFFORD R. Z IMMERMAN G IFFORD R. Z IMMERMAN |
Chief Administrative Officer (principal executive officer) |
August 28, 2012 | ||||||
R OBERT P. B REMNER * | Chairman of the Board and Director |
ü
ï ï ï ï ï ï ï ï ï ï ï ï þ ï ï ï ï ï ï ï ï ï ï ï ï ï ï þ |
By |
/ S / K EVIN J. M C C ARTHY
K EVIN J. M C C ARTHY Attorney-in-Fact August 28, 2012 |
||||
J OHN P. A MBOIAN * | Director | |||||||
J ACK B. E VANS * | Director | |||||||
W ILLIAM C. H UNTER * | Director | |||||||
D AVID J. K UNDERT * | Director | |||||||
W ILLIAM J. S CHNEIDER * | Director | |||||||
J UDITH M. S TOCKDALE * | Director | |||||||
C AROLE E. S TONE * | Director | |||||||
V IRGINIA L. S TRINGER * | Director | |||||||
T ERENCE J. T OTH * | Director |
* | 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 directors 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. |
EXHIBIT INDEX
Exhibit
|
Exhibit |
|
(b) | Bylaws, as amended. | |
(d)(2) | Amended Schedules A and B of Management Agreement between Registrant and Nuveen Fund Advisors, Inc., dated May 14, 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. | |
(h)(3) | Amendment to Amended and Restated Securities Lending Agreement between Registrant and U.S. Bank National Association, dated January 1, 2012. | |
(j) | Consent of Independent Registered Public Accounting Firm, dated August 27, 2012. | |
(n) | Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended January 19, 2011. |
Name change from SECURAL Mutual Funds, Inc. to First American Investment Funds, Inc. approved at Board of Directors Meetings on February 12, 1991; Amendment adding new section 8 to Article I approved at Board of Directors Meeting on December 15, 1992; Amendments to Article III approved at Board of Directors Meetings on September 7, 1993; Amendment adding new Section 3 to Article V approved at Board of Directors Meeting on December 7, 1993; Amendment to Article V, Section 3 changing fund names approved at Board of Directors Meeting on March 7, 1994; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on June 8, 1994; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on December 7, 1994; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on March 6, 1995; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on December 6, 1995; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on June 4, 1997; Amendment to Article V, Section 3 providing for names of classes and series approved at Board of Directors Meeting on February 23, 1998; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on December 9, 1998; Amendment to Article II, Section 8 specifying committee quorum approved at Board of Directors Meeting on February 23, 1999; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on September 8, 1999; Amendment to Article I, Section 4 providing for electronic voting approved at Board of Directors Meeting on December 8, 1999; Amendment to Article V, Section 3 providing for names of classes and series approved at Board of Directors Meeting on February 28, 2001; Amendment to Article V, Section 3 providing for names of classes and series approved at Board of Directors Meeting on June 1, 2001; Amendment to Article V, Section 3 providing for names of classes and series approved at Board of Directors Meeting on February 21, 2002; Amendment to Article V, Section 3 providing for names of classes and series approved at Board of Directors Meeting on September 18, 2002; Amendments to Article V, Section 3 providing for name changes and names of new class and series approved at Board of Directors Meeting on December 4, 2002; Amendments to Article V, Section 3 providing for name changes approved at Board of Directors Meeting on February 18, 2004; Amendments to Article V, Section 3 providing for names of new class and series approved at Board of Directors Meeting on September 16, 2004; Amendment to Article V, Section 3 changing fund names approved at Board of Directors Meeting on February 15, 2005; Amendment to Article V, Section 3 changing fund names approved at Board of Directors Meeting on June 21, 2005; Amendment to Article V, Section 3 providing for names of new class and series approved at Board of Directors Meeting on December 5, 2006; Amendments to Article V, Section 3 providing for names of new class and series approved at Board of Directors Meeting on June 20, 2007; Amendment to Article V, Section 3 providing for names of new class and series approved at Board of Directors Meeting on December 5, 2007; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on September 25, 2008; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on June 18, 2009; Amendment to Article V, Section 3 providing for name of new class and series approved at Board of Directors Meeting on September 16, 2009; Amendment to Article V, Section 3 providing for name change ratified at Board of Directors Meeting on February 17, 2010; Amendment to Article V, Section 3 providing for name changes and names of new classes and series approved at Board of Directors Meeting on October 7, 2010; Amendment to Article V, Section 3 changing fund names approved at Board of Directors Meeting on October 7, 2010; Amendment to Article V, Section 3 providing for share class redesignations approved at Board of Directors Meeting on October 7, 2010; Name change from First American Investment Funds, Inc. to Nuveen Investment Funds, Inc. approved at Board of Directors Meeting on February 27, 2011; Amendment to Article V, Section 3 changing fund name approved at Board of Directors Meeting on March 16, 2011; Amendment to Article V, Section 3 providing for names of new classes and series approved at Board of Directors Meeting on May 24, 2011; Amendment to Article V, Section 3 providing for names of new class and series approved at Board of Directors Meeting on June 28, 2011; Amendment to Article V, Section 3 providing for name change approved at Board of Directors Meeting on May 24, 2011; Amendment to Article V, Section 3 providing for name change approved at Board of Directors Meeting on December 15, 2011; Amendment to Article V, Section 3 providing for name change approved at Board of Directors Meeting on February 29, 2012.
BYLAWS
OF
NUVEEN INVESTMENT FUNDS, INC.
(A Maryland Corporation)
ARTICLE I
Stockholders
SECTION 1 . Meetings . Annual or special meetings of stockholders may be held on such date and at such time as shall be set or provided for by the Board of Directors or, if not so set or provided for, then as stated in the notice of meeting. The notice of meeting shall state the purpose or purposes for which the meeting is called.
SECTION 2 . Place of Meetings . All meetings of stockholders shall be held at such place in the United States as is set or provided for by the Board of Directors or, if not so set or provided for, then as stated in the notice of meeting.
SECTION 3 . Organization . At any meeting of the stockholders, in the absence of the Chairman of the Board of Directors, if any, and of the President or a Vice President acting in his stead, the stockholders shall choose a chairman to preside over the meeting. In the absence of the Secretary or an Assistant Secretary, acting in his stead, the chairman of the meeting shall appoint a secretary to keep the record of all the votes and minutes of the proceedings.
SECTION 4 . Proxies . At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy submitted by any means permitted by Maryland Statutes Section 2-507(c)(3) or any successor provision of Maryland Statutes. No proxy shall be voted after eleven months from its date unless it provides for a longer period.
SECTION 5 . Voting . At any meeting of the stockholders, every stockholder shall be entitled to one vote or a fractional vote on each matter submitted to a vote for each share or fractional share of stock standing in his name on the books of the Corporation as of the close of business on the record date for such meeting. Unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, validity of proxies and acceptance or rejection of votes shall be decided by the chairman of the meeting.
SECTION 6 . Record Date; Closing of Transfer Books . The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.
SECTION 7 . Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares and shall not be
2
bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.
SECTION 8 . Calling of Special Meeting of Shareholders . A special meeting of stockholders shall be called upon the written request of the holders of shares entitled to cast not less than 10% of all votes entitled to vote at such meeting.
ARTICLE II
Board of Directors
SECTION 1 . Number, Qualification, Tenure and Vacancies . The initial Board of Directors shall consist of five (5) directors. Except as hereinafter provided, a director shall be elected to serve until his successor shall be elected and shall qualify or until his earlier death, resignation, retirement or removal. The directors may at any time when the stockholders are not assembled in meeting, establish, increase or decrease their own number by majority vote of the entire Board of Directors; provided, that the number of directors shall never be less than three (3) nor more than twelve (12). The number of directors may not be decreased so as to affect the term of any incumbent director. If the number be increased, the additional directors to fill the vacancies thus created may, except as hereinafter provided, by elected by majority vote of the entire Board of Directors. Any vacancy occurring for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum; provided, however, that after filling any vacancy for any cause whatsoever two-thirds (2/3) of the entire Board of Directors shall have been elected by the stockholders of the Corporation. A director elected under any circumstance shall be elected to hold office until his successor is elected and qualified, or until such directors earlier death, resignation, retirement or removal.
SECTION 2 . When Stockholder Meeting Required . If at any time less than a majority of the directors holding office were elected by the stockholders of the Corporation, the directors or the President or Secretary shall cause a meeting of stockholders to be held as soon as possible and, in any event, within sixty (60) days, unless extended by order of the Securities and Exchange Commission, for the purpose of electing directors to fill any vacancy.
SECTION 3 . Regular Meetings . Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by agreement or fixed by resolution of the Board of Directors.
SECTION 4 . Special Meetings . Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or President and shall be called by the Secretary upon the written request of any two (2) directors.
SECTION 5 . Notice of Meetings . Except as otherwise provided in these Bylaws, notice need not be given of regular meetings of the Board of Directors held at times fixed by agreement or resolution of the Board of Directors. Notice of special meetings of the Board of Directors, stating the place, date and time thereof, shall be given not less than two (2) days
3
before such meeting to each director. Notice to a director may be given personally, by telegram, cable or wireless, by telephone, by mail, or by leaving such notice at his place of residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the director at his address as it appears on the records of the Corporation. Meetings may be held at any time without notice if all the directors are present, or if those not present waive notice of the meeting in writing. If the President shall determine in advance that a quorum would not be present on the date set for any regular or special meeting, such meeting may be held at such later date, time and place as he shall determine, upon at least twenty-four (24) hours notice.
SECTION 6 . Quorum . A majority of the directors then in office, at a meeting duly assembled, but not less than one-third of the entire Board of Directors nor in any event less than two directors, shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.
SECTION 7 . Removal . At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies.
SECTION 8 . Committees . The Board of Directors, may, by resolution adopted by a majority of the entire Board of Directors, from time to time appoint from among its members one or more committees as it may determine. Each committee appointed by the Board of Directors shall be composed of two (2) or more directors and may, to the extent provided in such resolution, have and exercise all the powers of the Board of Directors, except the power to declare dividends, to issue stock or to recommend to stockholders any action requiring stockholder approval. Each such committee shall serve at the pleasure of the Board of Directors. Each such committee shall keep a record of its proceedings and shall adopt its own rules of procedure. It shall make reports as may be required by the Board of Directors.
A quorum of any committee shall consist of one-third of its members unless the committee is comprised of two or three members, in which event a quorum shall consist of two members. If a Pricing Committee is appointed and a member of such committee is absent from a committee meeting, the remainder of the committee (although not constituting a quorum) may appoint another director to act in place of the absent member.
ARTICLE III
Officers and Chairman of the Board of Directors
SECTION 1 . Offices . The elected officers of the Corporation shall be the President, the Secretary and the Treasurer, and may also include one or more Vice Presidents, one or more
4
Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Directors may determine. Any two or more offices may be held by the same person, except that no person may hold both the office of President and the office of Vice President. A person who holds more than one office in the Corporation shall not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer.
SECTION 2 . Selection, Term of Office and Vacancies . The initial officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors. Additional officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall serve at the pleasure of the Board of Directors or until his earlier death, resignation or retirement. If any office becomes vacant, the vacancy shall be filled by the Board of Directors.
SECTION 3 . Chairman of the Board . The Board of Directors may elect one of its members as Chairman of the Board. Except as otherwise provided in these Bylaws, in the event the Board of Directors elects a Chairman of the Board of Directors, he shall preside at all meetings of the stockholders and the Board of Directors and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board of Directors will under no circumstances be deemed to be an officer of the Corporation, and an individual serving as Chairman of the Board of Directors will not be deemed to be an affiliated person with respect to the Corporation (under the Investment Company Act of 1940, as amended) solely by virtue of such persons position as Chairman of the Board of Directors of the Corporation.
SECTION 4 . President . The president shall be the chair executive officer of the Corporation and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. He shall perform the duties of the Chairman of the Board of Directors in the event there is no Chairman or in the event the Chairman is absent.
SECTION 5 . Vice Presidents . A Vice President shall perform such duties as may be assigned by the President or the Board of Directors. In the absence of the President and in accordance with such order of priority as may be established by the Board of Directors, he may perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
SECTION 6 . Secretary . The Secretary shall (a) keep the minutes of the stockholders and Board of Directors meetings in one or more books provided for that purpose, and shall perform like duties for committees when requested, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized or required by law, and (d) in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
5
SECTION 7 . Assistant Secretaries . One or more Assistant Secretaries may be elected by the Board of Directors or appointed by the President. In the absence of the Secretary and in accordance with such order as may be established by the Board of Directors, an Assistant Secretary shall have the power to perform his duties including the certification, execution and attestation of corporate records and corporate instruments. Assistant Secretaries shall perform such other duties as may be assigned to them by the President or the Board of Directors.
SECTION 8 . Treasurer . The Treasurer (a) shall be the principal financial officer of the Corporation, (b) shall see that all funds and securities of the Corporation are held by the custodian of the Corporations assets, and (c) shall be the principal accounting officer of the Corporation.
SECTION 9 . Assistant Treasurers . One or more Assistant Treasurers may be elected by the Board of Directors or appointed by the President. In the absence of the Treasurer and in accordance with such order as may be established by the Board of Directors, an Assistant Treasurer shall have the power to perform his duties. Assistant Treasurers shall perform such other duties as may be assigned to them by the President or the Board of Directors.
SECTION 10 . Other Officers . The Board of Directors may appoint or may authorize the Chairman of the Board or the President to appoint such other officers and agents as the appointer may deem necessary and proper, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the appointer.
SECTION 11 . Bond . If required by the Board of Directors, the Treasurer and such other directors, officers, employees and agents of the Corporation as the Board of Directors may specify, shall give the Corporation a bond in such amount, in such form and with such security, surety or sureties, as may be satisfactory to the Board of Directors, conditioned on the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, or removal from their office of all books, papers, vouchers, monies, securities and property of whatever kind in their possession belonging to the Corporation. All premiums on such bonds shall be paid by the Corporation.
SECTION 12 . Removal . Any officer (or the Chairman of the Board of Directors) of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the officer (or the Chairman of the Board of Directors) so removed.
ARTICLE IV
Capital Stock
SECTION 1 . Stock Certificates . Certificates representing shares of stock of the Corporation shall be in such form consistent with the laws of the State of Maryland as shall be
6
determined by the Board of Directors. All certificates for shares of stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares of stock represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.
SECTION 2 . Redemption and Transfer . Any holder of stock of the Corporation desiring to redeem or transfer shares of stock standing in the name of such holder on the books of the Corporation shall deliver to the Corporation or to its agent duly authorized for such purpose a written unconditional request, in form acceptable to the Corporation, for such redemption or transfer. If certificates evidencing such shares have been issued, such certificates shall also be so delivered in transferable form duly endorsed or accompanied by all necessary stock transfer stamps or currency or certified or bank cashiers check payable to the order of the Corporation for the appropriate price thereof. The Corporation or its duly authorized agent may require that the signature of a redeeming stockholder on any or all of the request, endorsement or stock power be guaranteed and that other documentation in accordance with the custom of brokers be so delivered where appropriate, such as proof of capacity and power to make request or transfer. All documents and funds shall be deemed to have been delivered only when physically deposited at such office or other place of deposit as the Corporation or its duly authorized agent shall from time to time designate. At any time during which the right of redemption is suspended or payment for such shares is postponed pursuant to the Investment Company Act of 1940, as amended, or any rule, regulation or order thereunder, any stockholder may withdraw his request (and certificates and funds, if any) or may leave the same on deposit, in which case the redemption price shall be the net asset value next applicable after such suspension or postponement is terminated.
SECTION 3 . Lost, Mutilated, Destroyed or Wrongfully Taken Certificates . Any person claiming a stock certificate to have been lost, mutilated, destroyed or wrongfully taken, and who requests the issuance of a new certificate before the Corporation has notice that the certificate alleged to have been lost, mutilated, destroyed or wrongfully taken has been acquired by a bona fide purchaser, shall make an affidavit of that fact and shall give the Corporation and its transfer agents and registrars a bond, with sufficient surety, to indemnify them against any loss or claim arising as a result of the issuance of a new certificate. The form and amount of such bond and the surety thereon shall in each case be deemed sufficient if satisfactory to the President or Treasurer of the Corporation.
ARTICLE V
General Provisions
SECTION 1 . Fiscal Year . The fiscal year of the Corporation shall be established by resolution of the Board of Directors.
SECTION 2 . Amendments . These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Directors at any meeting of the Board of Directors.
7
SECTION 3 . Names of Classes and Series of Shares . The names of the classes and series of shares which have been classified by the Corporation in its Articles of Incorporation and in Articles Supplementary shall be as follows:
8
Designation of Shares in Articles of Incorporation or Articles Supplementary |
Name of Class or Series |
|
Class B Common Shares |
Nuveen Core Plus Bond Fund, Class A |
|
Class B, Series 2 Common Shares |
Nuveen Core Plus Bond Fund, Class I |
|
Class B, Series 3 Common Shares |
Nuveen Core Plus Bond Fund, Class B |
|
Class B, Series 4 Common Shares |
Nuveen Core Plus Bond Fund, Class C |
|
Class B, Series 5 Common Shares |
Nuveen Core Plus Bond Fund, Class R3 |
|
Class C Common Shares |
Reserved (formerly Nuveen Intermediate Tax Free Fund,
|
|
Class C, Series 2 Common Shares |
Reserved (formerly Nuveen Intermediate Tax Free Fund,
|
|
Class C, Series 3 Common Shares |
Reserved (formerly First American Intermediate Tax Free Fund, Class B) |
|
Class C, Series 4 Common Shares |
Reserved (formerly Nuveen Intermediate Tax Free Fund,
|
|
Class D Common Shares |
Nuveen Large Cap Value Fund, Class A |
|
Class D, Series 2 Common Shares |
Nuveen Large Cap Value Fund, Class I |
|
Class D, Series 3 Common Shares |
Reserved (formerly Nuveen Large Cap Value Fund, Class B) |
|
Class D, Series 4 Common Shares |
Nuveen Large Cap Value Fund, Class C |
|
Class D, Series 5 Common Shares |
Nuveen Large Cap Value Fund, Class R3 |
|
Class E Common Shares |
Nuveen Mid Cap Value Fund, Class A |
|
Class E, Series 2 Common Shares |
Nuveen Mid Cap Value Fund, Class I |
|
Class E, Series 3 Common Shares |
Nuveen Mid Cap Value Fund, Class B |
|
Class E, Series 4 Common Shares |
Nuveen Mid Cap Value Fund, Class C |
|
Class E, Series 5 Common Shares |
Nuveen Mid Cap Value Fund, Class R3 |
|
Class G Common Shares |
Reserved (formerly First American Balanced Fund, Class A) |
|
Class G, Series 2 Common Shares |
Reserved (formerly First American Balanced Fund, Class Y) |
|
Class G, Series 3 Common Shares |
Reserved (formerly First American Balanced Fund, Class B) |
|
Class G, Series 4 Common Shares |
Reserved (formerly First American Balanced Fund, Class C) |
|
Class G, Series 5 Common Shares |
Reserved (formerly First American Balanced Fund, Class R) |
|
Class H Common Shares |
Nuveen Equity Index Fund, Class A |
|
Class H, Series 2 Common Shares |
Nuveen Equity Index Fund, Class I |
|
Class H, Series 3 Common Shares |
Nuveen Equity Index Fund, Class B |
|
Class H, Series 4 Common Shares |
Nuveen Equity Index Fund, Class C |
|
Class H, Series 5 Common Shares |
Nuveen Equity Index Fund, Class R3 |
|
Class I Common Shares |
Nuveen Intermediate Term Bond Fund, Class A |
|
Class I, Series 2 Common Shares |
Nuveen Intermediate Term Bond Fund, Class I |
9
Class I, Series 3 Common Shares |
Reserved (formerly First American Intermediate Term Bond Fund, Class B) |
|
Class I, Series 4 Common Shares |
Nuveen Intermediate Term Bond Fund, Class C |
|
Class I, Series 5 Common Shares |
Reserved (formerly First American Intermediate Term Bond Fund, Class R) |
|
Class J Common Shares |
Nuveen Short Term Bond Fund, Class A |
|
Class J, Series 2 Common Shares |
Nuveen Short Term Bond Fund, Class I |
|
Class J, Series 3 Common Shares |
Reserved (formerly First American Short Term Bond Fund, Class B) |
|
Class J, Series 4 Common Shares |
Nuveen Short Term Bond Fund, Class C |
|
Class J, Series 5 Common Shares |
Nuveen Short Term Bond Fund, Class R3 |
|
Class M Common Shares |
Nuveen Minnesota Intermediate Municipal Bond Fund, Class A |
|
Class M, Series 2 Common Shares |
Nuveen Minnesota Intermediate Municipal Bond Fund, Class I |
|
Class M, Series 3 Common Shares |
Reserved (formerly First American Minnesota Intermediate Tax Free Fund, Class B) |
|
Class M, Series 4 Common Shares |
Nuveen Minnesota Intermediate Municipal Bond Fund,
|
|
Class M, Series 5 Common Shares |
Nuveen Minnesota Intermediate Municipal Bond Fund, Class C |
|
Class N Common Shares |
Reserved (formerly First American Colorado Intermediate Tax Free Fund, Class A) |
|
Class N, Series 2 Common Shares |
Reserved (formerly First American Colorado Intermediate Tax Free Fund, Class Y) |
|
Class N, Series 3 Common Shares |
Reserved (formerly First American Colorado Intermediate Tax Free Fund, Class B) |
|
Class N, Series 4 Common Shares |
Reserved (formerly First American Colorado Intermediate Tax Free Fund, Class C) |
|
Class P Common Shares |
Nuveen Mid Cap Select Fund, Class A |
|
Class P, Series 2 Common Shares |
Nuveen Mid Cap Select Fund, Class I |
|
Class P, Series 3 Common Shares |
Reserved (formerly Nuveen Mid Cap Select Fund, Class B) |
|
Class P, Series 4 Common Shares |
Nuveen Mid Cap Select Fund, Class C |
|
Class P, Series 5 Common Shares |
Reserved (formerly First American Technology Fund, Class R) |
|
Class Q Common Shares |
Nuveen International Fund, Class A |
|
Class Q, Series 2 Common Shares |
Nuveen International Fund, Class I |
|
Class Q, Series 3 Common Shares |
Reserved (formerly Nuveen International Fund, Class B) |
|
Class Q, Series 4 Common Shares |
Nuveen International Fund, Class C |
|
Class Q, Series 5 Common Shares |
Nuveen International Fund, Class R3 |
|
Class T Common Shares |
Nuveen Dividend Value Fund, Class A |
|
Class T, Series 2 Common Shares |
Nuveen Dividend Value Fund, Class B |
|
Class T, Series 3 Common Shares |
Nuveen Dividend Value Fund, Class I |
|
Class T, Series 4 Common Shares |
Nuveen Dividend Value Fund, Class C |
10
Class T, Series 5 Common Shares |
Nuveen Dividend Value Fund, Class R3 |
|
Class V Common Shares |
Nuveen Real Estate Securities Fund, Class A |
|
Class V, Series 2 Common Shares |
Nuveen Real Estate Securities Fund, Class B |
|
Class V, Series 3 Common Shares |
Nuveen Real Estate Securities Fund, Class I |
|
Class V, Series 4 Common Shares |
Nuveen Real Estate Securities Fund, Class C |
|
Class V, Series 5 Common Shares |
Nuveen Real Estate Securities Fund, Class R3 |
|
Class X Common Shares |
Nuveen Oregon Intermediate Municipal Bond Fund, Class I |
|
Class X, Series 2 Common Shares |
Nuveen Oregon Intermediate Municipal Bond Fund, Class A |
|
Class X, Series 3 Common Shares |
Nuveen Oregon Intermediate Municipal Bond Fund, Class C |
|
Class Y Common Shares |
Reserved (formerly First American California Intermediate Tax Free Fund, Class A) |
|
Class Y, Series 2 Common Shares |
Reserved (formerly First American California Intermediate Tax Free Fund, Class Y) |
|
Class Y, Series 3 Common Shares |
Reserved (formerly First American California Intermediate Tax Free Fund, Class C) |
|
Class AA Common Shares |
Nuveen Small Cap Value Fund, Class A |
|
Class AA, Series 2 Common Shares |
Reserved (formerly First American Small Cap Value Fund, Class B) |
|
Class AA, Series 3 Common Shares |
Nuveen Small Cap Value Fund, Class I |
|
Class AA, Series 4 Common Shares |
Nuveen Small Cap Value Fund, Class C |
|
Class AA, Series 5 Common Shares |
Nuveen Small Cap Value Fund, Class R3 |
|
Class DD Common Shares |
Reserved (formerly Nuveen Tax Free Fund, Class A) |
|
Class DD, Series 2 Common Shares |
Reserved (formerly First American Tax Free Fund, Class B) |
|
Class DD, Series 3 Common Shares |
Reserved (formerly Nuveen Tax Free Fund, Class I) |
|
Class DD, Series 4 Common Shares |
Reserved (formerly Nuveen Tax Free Fund, Class C1) |
|
Class EE Common Shares |
Nuveen Minnesota Municipal Bond Fund, Class A |
|
Class EE, Series 2 Common Shares |
Reserved (formerly First American Minnesota Tax Free Fund, Class B) |
|
Class EE, Series 3 Common Shares |
Nuveen Minnesota Municipal Bond Fund, Class I |
|
Class EE, Series 4 Common Shares |
Nuveen Minnesota Municipal Bond Fund, Class C1 |
|
Class EE, Series 5 Common Shares |
Nuveen Minnesota Municipal Bond Fund, Class C |
|
Class HH Common Shares |
Nuveen High Income Bond Fund, Class A |
|
Class HH, Series 2 Common Shares |
Nuveen High Income Bond Fund, Class B |
|
Class HH, Series 3 Common Shares |
Nuveen High Income Bond Fund, Class I |
|
Class HH, Series 4 Common Shares |
Nuveen High Income Bond Fund, Class C |
11
Class HH, Series 5 Common Shares |
Nuveen High Income Bond Fund, Class R3 |
|
Class I I Common Shares |
Reserved (formerly Nuveen California Tax Free Fund, Class A) |
|
Class I I, Series 2 Common Shares |
Reserved (formerly Nuveen California Tax Free Fund, Class C1) |
|
Class I I, Series 3 Common Shares |
Reserved (formerly Nuveen California Tax Free Fund, Class I) |
|
Class JJ Common Shares |
Reserved (formerly First American Arizona Tax Free Fund, Class A) |
|
Class JJ, Series 2 Common Shares |
Reserved (formerly First American Arizona Tax Free Fund, Class C) |
|
Class JJ, Series 3 Common Shares |
Reserved (formerly First American Arizona Tax Free Fund, Class Y) |
|
Class KK Common Shares |
Reserved (formerly Nuveen Colorado Tax Free Fund, Class A) |
|
Class KK, Series 2 Common Shares |
Reserved (formerly Nuveen Colorado Tax Free Fund, Class C1) |
|
Class KK, Series 3 Common Shares |
Reserved (formerly Nuveen Colorado Tax Free Fund, Class I) |
|
Class LL Common Shares |
Nuveen Strategic Income Fund, Class A |
|
Class LL, Series 2 Common Shares |
Nuveen Strategic Income Fund, Class B |
|
Class LL, Series 3 Common Shares |
Nuveen Strategic Income Fund, Class C |
|
Class LL, Series 4 Common Shares |
Nuveen Strategic Income Fund, Class I |
|
Class LL, Series 5 Common Shares |
Nuveen Strategic Income Fund, Class R3 |
|
Class MM Common Shares |
Nuveen Nebraska Municipal Bond Fund, Class A |
|
Class MM, Series 2 Common Shares |
Nuveen Nebraska Municipal Bond Fund, Class C1 |
|
Class MM, Series 3 Common Shares |
Nuveen Nebraska Municipal Bond Fund, Class I |
|
Class MM, Series 4 Common Shares |
Nuveen Nebraska Municipal Bond Fund, Class C |
|
Class QQ Common Shares |
Nuveen Large Cap Growth Opportunities Fund, Class A |
|
Class QQ, Series 2 Common Shares |
Nuveen Large Cap Growth Opportunities Fund, Class B |
|
Class QQ, Series 3 Common Shares |
Nuveen Large Cap Growth Opportunities Fund, Class C |
|
Class QQ, Series 4 Common Shares |
Nuveen Large Cap Growth Opportunities Fund, Class I |
|
Class QQ, Series 5 Common Shares |
Nuveen Large Cap Growth Opportunities Fund, Class R3 |
|
Class SS Common Shares |
Nuveen Mid Cap Growth Opportunities Fund, Class A |
|
Class SS, Series 2 Common Shares |
Nuveen Mid Cap Growth Opportunities Fund, Class B |
12
Class SS, Series 3 Common Shares |
Nuveen Mid Cap Growth Opportunities Fund, Class C |
|
Class SS, Series 4 Common Shares |
Nuveen Mid Cap Growth Opportunities Fund, Class I |
|
Class SS, Series 5 Common Shares |
Nuveen Mid Cap Growth Opportunities Fund, Class R3 |
|
Class TT Common Shares |
Nuveen Small Cap Growth Opportunities Fund, Class A |
|
Class TT, Series 2 Common Shares |
Nuveen Small Cap Growth Opportunities Fund, Class B |
|
Class TT, Series 3 Common Shares |
Nuveen Small Cap Growth Opportunities Fund, Class C |
|
Class TT, Series 4 Common Shares |
Nuveen Small Cap Growth Opportunities Fund, Class I |
|
Class TT, Series 5 Common Shares |
Nuveen Small Cap Growth Opportunities Fund, Class R3 |
|
Class UU Common Shares |
Nuveen Small Cap Select Fund, Class A |
|
Class UU, Series 2 Common Shares |
Nuveen Small Cap Select Fund, Class B |
|
Class UU, Series 3 Common Shares |
Nuveen Small Cap Select Fund, Class C |
|
Class UU, Series 4 Common Shares |
Nuveen Small Cap Select Fund, Class I |
|
Class UU, Series 5 Common Shares |
Nuveen Small Cap Select Fund, Class R3 |
|
Class WW Common Shares |
Nuveen Mid Cap Index Fund, Class A |
|
Class WW, Series 2 Common Shares |
Reserved (formerly First American Mid Cap Index Fund, Class B) |
|
Class WW, Series 3 Common Shares |
Nuveen Mid Cap Index Fund, Class C |
|
Class WW, Series 4 Common Shares |
Nuveen Mid Cap Index Fund, Class I |
|
Class WW, Series 5 Common Shares |
Nuveen Mid Cap Index Fund, Class R3 |
|
Class XX Common Shares |
Nuveen Small Cap Index Fund, Class A |
|
Class XX, Series 2 Common Shares |
Reserved (formerly First American Small Cap Index Fund, Class B) |
|
Class XX, Series 3 Common Shares |
Nuveen Small Cap Index Fund, Class C |
|
Class XX, Series 4 Common Shares |
Nuveen Small Cap Index Fund, Class I |
|
Class XX, Series 5 Common Shares |
Nuveen Small Cap Index Fund, Class R3 |
|
Class ZZ Common Shares |
Reserved (formerly First American U.S. Government Mortgage Fund, Class A) |
|
Class ZZ, Series 2 Common Shares |
Reserved (formerly First American U.S. Government Mortgage Fund, Class B) |
|
Class ZZ, Series 3 Common Shares |
Reserved (formerly First American U.S. Government Mortgage Fund, Class C) |
|
Class ZZ, Series 4 Common Shares |
Reserved (formerly First American U.S. Government Mortgage Fund, Class Y) |
|
Class ZZ, Series 5 Common Shares |
Reserved (formerly First American U.S. Government Mortgage Fund, Class R) |
|
Class AAA Common Shares |
Reserved (formerly Nuveen Missouri Tax Free Fund, Class A) |
|
Class AAA, Series 2 Common Shares |
Reserved (formerly Nuveen Missouri Tax Free |
13
Fund, Class I) |
||
Class AAA, Series 3 Common Shares |
Reserved (formerly Nuveen Missouri Tax Free Fund, Class C1) |
|
Class BBB Common Shares |
Reserved (formerly Nuveen Ohio Tax Free Fund, Class A) |
|
Class BBB, Series 2 Common Shares |
Reserved (formerly Nuveen Ohio Tax Free Fund, Class C1) |
|
Class BBB, Series 3 Common Shares |
Reserved (formerly Nuveen Ohio Tax Free Fund, Class I) |
|
Class CCC Common Shares |
Nuveen Short Term Municipal Bond Fund, Class A |
|
Class CCC, Series 2 Common Shares |
Nuveen Short Term Municipal Bond Fund, Class I |
|
Class CCC, Series 3 Common Shares |
Nuveen Short Term Municipal Bond Fund, Class C |
|
Class DDD Common Shares |
Nuveen Intermediate Government Bond Fund, Class A |
|
Class DDD, Series 2 Common Shares |
Nuveen Intermediate Government Bond Fund, Class I |
|
Class DDD, Series 3 Common Shares |
Nuveen Intermediate Government Bond Fund, Class C |
|
Class DDD, Series 4 Common Shares |
Nuveen Intermediate Government Bond Fund, Class R3 |
|
Class EEE Common Shares |
Nuveen Large Cap Select Fund, Class A |
|
Class EEE, Series 2 Common Shares |
Reserved (formerly First American Large Cap Select Fund, Class B) |
|
Class EEE, Series 3 Common Shares |
Nuveen Large Cap Select Fund, Class C |
|
Class EEE, Series 4 Common Shares |
Nuveen Large Cap Select Fund, Class R3 |
|
Class EEE, Series 5 Common Shares |
Nuveen Large Cap Select Fund, Class I |
|
Class FFF Common Shares |
Nuveen Inflation Protected Securities Fund, Class A |
|
Class FFF, Series 2 Common Shares |
Nuveen Inflation Protected Securities Fund, Class C |
|
Class FFF, Series 3 Common Shares |
Nuveen Inflation Protected Securities Fund, Class R3 |
|
Class FFF, Series 4 Common Shares |
Nuveen Inflation Protected Securities Fund, Class I |
|
Class GGG Series Common Shares |
Nuveen International Select Fund, Class A |
|
Class GGG, Series 2 Common Shares |
Reserved (formerly First American International Select Fund, Class B) |
|
Class GGG, Series 3 Common Shares |
Nuveen International Select Fund, Class C |
|
Class GGG, Series 4 Common Shares |
Nuveen International Select Fund, Class R3 |
|
Class GGG, Series 5 Common Shares |
Nuveen International Select Fund, Class I |
|
Class HHH Common Shares |
Nuveen Quantitative Enhanced Core Equity Fund, Class A |
14
Class HHH, Series 2 Common Shares |
Nuveen Quantitative Enhanced Core Equity Fund, Class C |
|
Class HHH, Series 3 Common Shares |
Reserved (formerly First American Quantitative Large Cap Core Fund, Class R) |
|
Class HHH, Series 4 Common Shares |
Nuveen Quantitative Enhanced Core Equity Fund, Class I |
|
Class I I I Common Shares |
Reserved (formerly First American Quantitative Large Cap Value Fund, Class A) |
|
Class I I I, Series 2 Common Shares |
Reserved (formerly First American Quantitative Large Cap Value Fund, Class C) |
|
Class I I I, Series 3 Common Shares |
Reserved (formerly First American Quantitative Large Cap Value Fund, Class R) |
|
Class I I I, Series 4 Common Shares |
Reserved (formerly First American Quantitative Large Cap Value Fund, Class Y) |
|
Class JJJ Common Shares |
Nuveen Real Asset Income Fund, Class A |
|
Class JJJ, Series 2 Common Shares |
Nuveen Real Asset Income Fund, Class C |
|
Class JJJ, Series 3 Common Shares |
Nuveen Real Asset Income Fund, Class R3 |
|
Class JJJ, Series 4 Common Shares |
Nuveen Real Asset Income Fund, Class I |
|
Class KKK Common Shares |
Nuveen Global Infrastructure Fund, Class A |
|
Class KKK, Series 2 Common Shares |
Nuveen Global Infrastructure Fund, Class I |
|
Class KKK, Series 3 Common Shares |
Nuveen Global Infrastructure Fund, Class C |
|
Class KKK, Series 4 Common Shares |
Nuveen Global Infrastructure Fund, Class R3 |
|
Class LLL Common Shares |
Nuveen Tactical Market Opportunities Fund, Class I |
|
Class LLL, Series 2 Common Shares |
Nuveen Tactical Market Opportunities Fund, Class A |
|
Class LLL, Series 3 Common Shares |
Nuveen Tactical Market Opportunities Fund, Class C |
15
N UVEEN I NVESTMENT F UNDS , I NC .
M ANAGEMENT A GREEMENT
S CHEDULE A
A MENDED AS OF M AY 14, 2012
The Funds of the Company currently subject to this Agreement and the effective date for each are as follows:
Fund |
Effective Date |
Initial Term |
||
Nuveen Core Plus Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Dividend Value Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Equity Index Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Global Infrastructure Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen High Income Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Inflation Protected Securities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Intermediate Government Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Intermediate Term Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen International Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen International Select Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Large Cap Growth Opportunities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Large Cap Select Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Large Cap Value Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Mid Cap Growth Opportunities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Mid Cap Index Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Mid Cap Select Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Mid Cap Value Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Minnesota Intermediate Municipal Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Minnesota Municipal Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Nebraska Municipal Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Oregon Intermediate Municipal Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Quantitative Enhanced Core Equity Fund Nuveen Real Asset Income Fund |
January 1, 2011 September 12, 2011 |
January 1, 2011 through December 31, 2012 September 12, 2011 through August 1, 2013 |
||
Nuveen Real Estate Securities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Short Term Municipal Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Short Term Bond Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Small Cap Growth Opportunities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Small Cap Index Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Small Cap Select Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Small Cap Value Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Tactical Market Opportunities Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 | ||
Nuveen Strategic Income Fund |
January 1, 2011 | January 1, 2011 through December 31, 2012 |
A-1
N UVEEN I NVESTMENT F UNDS , I NC .
M ANAGEMENT A GREEMENT
S CHEDULE B
A MENDED AS OF M AY 14, 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. |
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: |
Fund |
First $125
Million |
Next $125
Million |
Next $250
Million |
Next $500
Million |
Next $1
Billion |
Assets of
$2 Billion or More |
||||||||||||||||||
Nuveen Core Plus Bond Fund |
0.28 | % | 0.2675 | % | 0.2550 | % | 0.2425 | % | 0.2300 | % | 0.2050 | % | ||||||||||||
Nuveen Dividend Value Fund |
0.60 | % | 0.5875 | % | 0.5750 | % | 0.5625 | % | 0.5500 | % | 0.5250 | % | ||||||||||||
Nuveen Equity Index Fund |
0.10 | % | 0.0875 | % | 0.0750 | % | 0.0625 | % | 0.0500 | % | 0.0250 | % | ||||||||||||
Nuveen Global Infrastructure Fund |
0.75 | % | 0.7375 | % | 0.7250 | % | 0.7125 | % | 0.7000 | % | 0.6750 | % | ||||||||||||
Nuveen High Income Bond Fund |
0.40 | % | 0.3875 | % | 0.3750 | % | 0.3625 | % | 0.3500 | % | 0.3250 | % | ||||||||||||
Nuveen Inflation Protected Securities Fund |
0.25 | % | 0.2375 | % | 0.2250 | % | 0.2125 | % | 0.2000 | % | 0.1750 | % | ||||||||||||
Nuveen Intermediate Government Bond Fund |
0.27 | % | 0.2575 | % | 0.2450 | % | 0.2325 | % | 0.2200 | % | 0.1950 | % | ||||||||||||
Nuveen Intermediate Term Bond Fund |
0.27 | % | 0.2575 | % | 0.2450 | % | 0.2325 | % | 0.2200 | % | 0.1950 | % | ||||||||||||
Nuveen International Fund |
0.85 | % | 0.8375 | % | 0.8250 | % | 0.8125 | % | 0.8000 | % | 0.7750 | % | ||||||||||||
Nuveen International Select Fund |
0.85 | % | 0.8375 | % | 0.8250 | % | 0.8125 | % | 0.8000 | % | 0.7750 | % | ||||||||||||
Nuveen Large Cap Growth Opportunities Fund |
0.65 | % | 0.6375 | % | 0.6250 | % | 0.6125 | % | 0.6000 | % | 0.5750 | % | ||||||||||||
Nuveen Large Cap Select Fund |
0.55 | % | 0.5375 | % | 0.5250 | % | 0.5125 | % | 0.5000 | % | 0.4750 | % | ||||||||||||
Nuveen Large Cap Value Fund |
0.55 | % | 0.5375 | % | 0.5250 | % | 0.5125 | % | 0.5000 | % | 0.4750 | % | ||||||||||||
Nuveen Mid Cap Growth Opportunities Fund |
0.70 | % | 0.6875 | % | 0.6750 | % | 0.6625 | % | 0.6500 | % | 0.6250 | % | ||||||||||||
Nuveen Mid Cap Index Fund |
0.15 | % | 0.1375 | % | 0.1250 | % | 0.1125 | % | 0.1000 | % | 0.0750 | % | ||||||||||||
Nuveen Mid Cap Select Fund |
0.70 | % | 0.6875 | % | 0.6750 | % | 0.6625 | % | 0.6500 | % | 0.6250 | % | ||||||||||||
Nuveen Mid Cap Value Fund |
0.70 | % | 0.6875 | % | 0.6750 | % | 0.6625 | % | 0.6500 | % | 0.6250 | % | ||||||||||||
Nuveen Minnesota Intermediate Municipal Bond Fund |
0.35 | % | 0.3375 | % | 0.3250 | % | 0.3125 | % | 0.3000 | % | 0.2750 | % | ||||||||||||
Nuveen Minnesota Municipal Bond Fund |
0.35 | % | 0.3375 | % | 0.3250 | % | 0.3125 | % | 0.3000 | % | 0.2750 | % | ||||||||||||
Nuveen Nebraska Municipal Bond Fund |
0.35 | % | 0.3375 | % | 0.3250 | % | 0.3125 | % | 0.3000 | % | 0.2750 | % | ||||||||||||
Nuveen Oregon Intermediate Municipal Bond Fund |
0.35 | % | 0.3375 | % | 0.3250 | % | 0.3125 | % | 0.3000 | % | 0.2750 | % | ||||||||||||
Nuveen Quantitative Enhanced Core Equity Fund |
0.30 | % | 0.2875 | % | 0.2750 | % | 0.2625 | % | 0.2500 | % | 0.2250 | % | ||||||||||||
Nuveen Real Estate Securities Fund Nuveen Real Asset Income Fund |
|
0.70
0.6000 |
%
% |
|
0.6875
0.5875 |
%
% |
|
0.6750
0.5750 |
%
% |
|
0.6625
0.5625 |
%
% |
|
0.6500
0.5500 |
%
% |
|
0.6250
0.5250 |
%
% |
||||||
Nuveen Short Term Municipal Bond Fund |
0.25 | % | 0.2375 | % | 0.2250 | % | 0.2125 | % | 0.2000 | % | 0.1750 | % | ||||||||||||
Nuveen Short Term Bond Fund |
0.22 | % | 0.2075 | % | 0.1950 | % | 0.1825 | % | 0.1700 | % | 0.1450 | % | ||||||||||||
Nuveen Small Cap Growth Opportunities Fund |
0.80 | % | 0.7875 | % | 0.7750 | % | 0.7625 | % | 0.7500 | % | 0.7250 | % | ||||||||||||
Nuveen Small Cap Index Fund |
0.15 | % | 0.1375 | % | 0.1250 | % | 0.1125 | % | 0.1000 | % | 0.0750 | % | ||||||||||||
Nuveen Small Cap Select Fund |
0.70 | % | 0.6875 | % | 0.6750 | % | 0.6625 | % | 0.6500 | % | 0.6250 | % | ||||||||||||
Nuveen Small Cap Value Fund |
0.70 | % | 0.6875 | % | 0.6750 | % | 0.6625 | % | 0.6500 | % | 0.6250 | % |
Fund |
First $125
Million |
Next $125
Million |
Next $250
Million |
Next $500
Million |
Next $1
Billion |
Assets of
$2 Billion or More |
||||||||||||||||||
Nuveen Tactical Market Opportunities Fund |
0.60 | % | 0.5875 | % | 0.5750 | % | 0.5625 | % | 0.5500 | % | 0.5250 | % | ||||||||||||
Nuveen Strategic Income Fund |
0.36 | % | 0.3475 | % | 0.3350 | % | 0.3225 | % | 0.3100 | % | 0.2850 | % |
c. | The Complex-Level Fee for each Fund shall be computed by applying the Complex-Level Fee Rate (as applied to a specific Fund, the Fund-Specific Complex-Level Fee Rate), expressed as a daily equivalent, to the daily net assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all Eligible Funds, as defined below (with such daily net assets to include in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following exclusions (as adjusted, Complex-Level Assets): |
(i) | in the case of Eligible Funds that invest in other Eligible Funds (Funds of Funds), that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; |
(ii) | that portion of the net assets of each Eligible Fund comprising the daily Fund Asset Limit Amount (as defined below). |
The Complex-Level Fee Rate shall be calculated in such a manner that it results in the effective rate at the specified Complex-Level Asset amounts shown in the following annual fee schedule:
Complex-Level Asset Breakpoint Level ($ billion) |
Effective Rate at Breakpoint Level (%) |
|
55 |
0.2000 | |
56 |
0.1996 | |
57 |
0.1989 | |
60 |
0.1961 |
B-2
63 |
0.1931 | |
66 |
0.1900 | |
71 |
0.1851 | |
76 |
0.1806 | |
80 |
0.1773 | |
91 |
0.1691 | |
125 |
0.1599 | |
200 |
0.1505 | |
250 |
0.1469 | |
300 |
0.1445 |
d. | 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 a Nuveen-branded fund 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 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. |
e. | 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. |
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. |
B-3
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. |
f. | 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 )
B-4
Dated: May 14, 2012 | ||||
N UVEEN I NVESTMENT F UNDS , I NC . | ||||
A TTEST | B Y |
/s/ Kevin J. McCarthy |
||
Vice President | ||||
/s/ Virginia ONeal |
N UVEEN F UND A DVISORS , I NC . | |||
A TTEST | B Y |
/s/ Gifford R. Zimmerman |
||
Managing Director | ||||
/s/ Virginia ONeal |
B-5
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, |
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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- |
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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/ Sheri 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 25th day 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: /s/ Paul Leary |
|||
Name: Tina M. Lazar |
Name: Paul Leary |
|||
Title: Senior Vice President |
Title: Vice President |
|||
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
Amendment to Amended and Restated Securities Lending Agreement
Between
U.S. Bank National Association and
Nuveen Investment Funds, Inc.
THIS AMENDMENT is made as of January 1, 2012, by and between U.S. Bank National Association (the Bank) and Nuveen Investment Funds, Inc. (formerly known as First American Investment Funds, Inc.) (NIF).
WHEREAS, the Bank and NIF have entered into an Amended and Restated Securities Lending Agreement dated as of February 17, 2010, as amended as of December 30, 2010 (the Agreement) pursuant to which the Bank engages in securities lending as agent for certain series of NIF (each series a separate Customer) with respect to certain securities owned by each Customer.
WHEREAS, the Bank and NIF wish to amend the Agreement, effective January 1, 2012.
NOW THEREFORE, the Bank and NIF, intending to be legally bound, agree as follows:
1. | The Bank shall accept only Cash Collateral with respect to Loans entered into on behalf of the Customers. |
2. | Exhibit B of the Agreement is hereby replaced, in its entirety, with the following: |
Exhibit B
Securities Lending Fee
NIF shall pay to the Bank, on behalf of the Customers, a fixed annual fee, payable monthly, for administering the securities lending program for such Customers. Such fee shall be calculated as follows:
1. | Effective January 1, 2012, the annual fee shall be $844,351, which is equal to (a) the expense of operating the Banks securities lending program during the calendar year ended December 31, 2010, as presented to the board of directors of the First American Funds as part of its 2011 contract renewal process, multiplied by (b) the Customers proportionate share of the securities lending transaction activity of all of the Banks securities lending clients during the 12 months ended December 31, 2011. |
2. | Such annual fee will be in effect through June 30, 2012. The parties agree that, on that date, the annual fee will be recalculated using the Banks securities lending program expenses for the calendar year ended December 31, 2011, as presented to the board of directors of the First American Funds, and securities lending transaction activity for the 12 months ended June 30, 2011, such revised fee being subject to the approval of the Board of Directors of NIF. |
3. |
1/12 th of the annual fee will be charged to the Customers each month, with such monthly charge being allocated among the Customers in proportion to their respective earnings from securities lending during such month, provided, however, that if a Customers Cash Collateral was invested during such month in Prime Portfolio, such Customers fee for such month will be reduced, if necessary, so that the sum of (a) that portion of the administration fee (.02% per annum) earned by U.S. Bancorp Asset Management, Inc. (USBAM) from Prime Portfolio during such month that is allocable to such Customer, plus (b) the monthly fee paid by such Customer to the Bank under this Agreement, does not exceed 20% of the sum of (i) the Customers Net Income for such month plus (ii) that portion of the administration fee earned by USBAM from Prime Portfolio during such month that is allocable to such Customer. |
4. | The monthly fee for each Customer shall be calculated and retained by the Bank out of such Customers Net Income for such month, provided, however, that if the fee is not so retained, NIF, on behalf of such Customer, shall pay such fee upon request from the Bank. |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written by their duly authorized officers.
NUVEEN INVESTMENT FUNDS, INC. | ||
By: |
/s/ Kathleen Prudhomme |
|
Name: |
Kathleen L. Prudhomme |
|
Title: |
Vice President |
|
U.S. BANK NATIONAL ASSOCIATION | ||
By: |
/s/ Kenneth L. Delecki |
|
Name: |
Kenneth L. Delecki |
|
Title: |
Head of Securities Lending |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated June 27, 2012, relating to the financial statements and financial highlights which appears in the April 30, 2012 Annual Report to Shareholders of Nuveen Investment Funds, Inc., which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights and Independent Registered Public Accounting Firm in such Registration Statement.
PricewaterhouseCoopers LLP
Chicago, Illinois
August 27, 2012
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.
- 3 -
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.
- 4 -
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.
- 5 -